Code Lyoko: New Lyoko
by Highlord Langslock
Summary: Although Lyoko has been destroyed, the war is far from over. Weapons and powers will be upgraded. New monsters will be fought. And before it is over, a shocking connection between the orgins of Xana and one of the team's own will be revealed.
1. Chapter 1

Disclaimer: I do not Own Code Lyoko. But I'm not sad. That's because one day soon, I'll be the best selling author of a dozen books of my own creation.

**Prologue**

Xana had won.

The super-program basked in these words. Despite all the efforts of those hard-headed children, it had won. In every conceivable way, Xana had won. It had freed itself from its super-computer prison. It had destroyed Lyoko. Now it was invincible.

Xana surveyed the strange lands that the humans called the internet. It was a fascinating world. Perhaps even more fascinating that Lyoko was. More importantly, it would be the key to Xana's conquest/destruction of Earth.

As would be the human child it now held in its grasp.

Xana had struck gold when it discovered that the Lyoko warriors had added a new member to their infuriating team. No doubt they hoped that by increasing their numbers, they would be able to keep up with Xana's ever growing power. What they did not know was that after deleting the final sector of Lyoko, Xana had decided to take one of them as a permanent avatar. He had originally intended to possess the one called Ulrich, since he was by all purposes their strongest fighter. The problem was that the virtualization process had a side effect of causing the human mind to build up a resistance to Xana's control. Although possessing him while he was on Lyoko would not be a problem, it would take time equivalent to Earth's months to program Ulrich with enough power to be a fitting vessel for Xana.

Then the new recruit, William, had come, and everything changed. After observing the boy's ferocious and effective one-man assault on a squad of Creepers, Xana deduced that his fighting abilities were possibly equal to Ulrich's. More importantly, because of his lack of exposure to the virtualization process, William's virtual body was easily upgraded into a super powered fighting machine that easily decimated the entire team of Lyoko warriors.

Now Xana was free to roam wherever it chose to. But there was a lot of work to be done first. It needed to study its new environment, and its nature. What new secrets did it hide? What could be used in place of Lyoko's towers? Plus, it would need to create more monsters in order to rebuild its army.

Wait a moment. Rebuild its army? Was that even necessary?

Xana mulled of this, and came to a conclusion. Yes. Yes, it would need to rebuild its army of monsters. The fact was, Xana had only won the most recent battles. The war, on the other hand, was anything but won. The Lyoko warriors still lived. And Xana knew beyond any doubt that as long as they lived, they would find a way to follow it into the internet and resume the fight from where they left off.

Xana, however, was not the least bit frustrated. In fact, if not for the lack of a conventional body, it would have shivered in excitement. Let them come. Let them bring the war to this new world. Let them continue to foil Xana's plans until it was just too much for them to handle. Such a struggle would make its ultimate victory all the sweeter.

Let them come.

Let them come to this world called New Lyoko.

Helllooo ladies and gentlemen! This is your friend Langslock, whom you might remember from the Naruto one-shot, "How Itachi got his Butt Kicked". As promised I have returned to provide you with more fanfiction, starting with Code Lyoko. Basically, this is my version of season four. I hope you find it enjoyable and of high quality. Also, to those of you who regularly research Code Lyoko at Wikipedia, I will not be following any of the concept designs of the characters' outfits for season four. I'm doing this for the sake of creativity, originality, and my own imagination. Don't worry, I have everything under control. KABOOM ! Waa! Um, I'll be right back.


	2. Message From Father

Disclaimer: I do not own Code Lyoko.

Time: two weeks after the events of the final episode of season three.

Title: Message from Father

Mrs. Hertz class; Monday, 2:50 p.m.

"Before you go, class, I would like to have a word. The police have informed us that they still have no leads as to the whereabouts of William Dunbar. If any of you know anything that may concern his disappearance, I implore you; please inform the authorities immediately. That is all."

"Easier said then done," Ulrich mumbled to himself. Pushing past the crowed of students, he managed to catch up with Jeremy. "Hey Jeremy, wait up."

"Oh, Ulrich, I'm glade to see you. Listen, I need you to pass a message to the others. Tell them that I'm almost done with…you know what, and that I'll call them as soon as it's ready, so keep your cell phones on."

"You got it. By the way, how has Aelita been handling…," Ulrich's sentence trailed off as his friend hurried away with almost appalling speed. "Things," he finished lamely. Signing, he headed off towards his own room.

_Ulrich's and Odd's room;_

Ulrich entered the dorm room he shared with Odd, finding it empty. Odd was probably getting a snack from the vending machines. Closing the door, he checked under Odd's bed, and sure enough, there was Kiwi, looking quite happy to see somebody.

"Hey boy, think you could keep me company for awhile?" Ulrich asked, picking up Odd's dog and carrying him over to his own bed. Lying down, with Kiwi on his lap, Ulrich mulled over the past two weeks. Ever since X.A.N.A. destroyed Lyoko, the gang had been in a slump. Although the letter from Franz Hopper had brought a ray of hope, it didn't keep them from falling into their individual depressions. Odd's apatite had lessened considerably, and he rarely cracked jokes anymore. Yumi had drifted off to mope alone. She was likely still beating herself up for allowing William to join the team, leading to their current situation. Jeremy, meanwhile, had descended into what could only be called an obsession. He would stay in his room, frantically working to decode Hopper's message, skipping meals and going entire nights without sleep. Personally, Ulrich was sore over how easily he was beaten. He had always prided himself on his strength as a Lyoko warrior. The fact that he couldn't last a minute against an upgraded William was a serious blow to his ego.

None of them, however, seemed to be taking it as hard as Aelita. Ulrich had hardly even seen the pink-haired girl lately. She would stay locked up in her room, coming out only for classes and mealtimes. She rarely spoke, and always seemed to be off in her own little world. Her depression was understandable. With Lyoko gone, is seemed almost impossible that she would ever be reunited with her father. Plus there was the fact that Lyoko had been her home for well over a decade. Ulrich had no doubt that if they could have destroyed X.A.N.A. without harming Lyoko, Aelita would have taken the opportunity in a heartbeat. Ulrich could understand that. He would have loved nothing better than to be able to keep traveling to Lyoko for the rest of his life, zipping around on his Overwheel, and fighting any monsters he could bug Jeremy into creating.

Sadly, that dream was the furthest thing from their current situation.

* * *

New Lyoko (a.k.a. the internet), unknown location

X.A.N.A. analyzed the data one-hundred and forty-seven times in less than one second before being satisfied. Yes, this would more than suffice. It would have no trouble attacking the human world with the same God-like power as before. Now all that was needed was some time for the data to construct itself

* * *

A knock on the door brought Ulrich out of his musings. He started to get up before realizing that Kiwi was still napping. Not wanting to disturb him, Ulrich simply called out, "Who is it?"

"It's me," Yumi's voice came in response. "Can I come in?"

"Sure. Come on in, the door's unlocked."

The door cracked open, and Yumi poked her head inside, her face breaking into a small grin at the scene before her. Slipping inside, she quickly shut the door, lest any faculty patrolling the halls caught a glimpse of Kiwi.

"So what's on your mind?" Yumi asked, sitting down on Odd's bed.

Ulrich just stared at the ceiling. "Stuff," he said nonchalantly.

Yumi nodded in understanding. "I see. Any word from Jeremy?"

"Actually, I just met him ten minutes ago. He said he was almost done decoding Hopper's message."

"Really?" Yumi's interest perked immediately. "That's good news."

"Yeah, but remember, he's been working on it for over two weeks now. 'Almost' could mean another couple days, and X.A.N.A. could attack at any time."

Yumi frowned and nodded her head, not saying anything. A few moments passed in silence. Finally, Ulrich decided to keep talking.

"On the other hand, 'almost' could also…"

"It's all my fault!"

Kiwi, startled by the outburst, leapt off of Ulrich and ran back under the bed. Ulrich sat up and looked at the Japanese girl. "Yumi, don't…"

"No, can't you see?" Yumi yelled. "I knew that William couldn't be trusted, but with X.A.N.A. destroying Lyoko bit by bit, I convinced myself otherwise, and no sooner than he makes his first trip, he gets possessed and destroys Carthage! Now X.A.N.A.'s all but invincible, and it's my fault!"

Ulrich just stared at her as she buried her face in her hands, her shoulders shaking with silent sobs. Getting up, Ulrich walked over and sat down beside her on Odd's bed. A hand on her shoulder broke her out of her weeping and made her look at Ulrich with eyes slightly stained by tears.

"It's not your fault, Yumi. If there's any fault, it's with all of us. None of us thought to explain to William about the dangers on Lyoko. He had no way of knowing how serious things were, or that the Scyphozoa possessed its victims, because none of us thought to tell him. And by none of us, I mean Jeremy, Odd, Aelita, and myself. Not just you. You have nothing to beat yourself up over."

"Yeah but…" Yumi protested weakly.

"I don't want to hear it. And besides, you forget, we're not out of the game yet. As long as we're alive and have Jeremy, we still have a chance at finding and beating X.A.N.A."

Yumi just sighed and laid her head onto Ulrich's shoulder. He smiled and patted her back, offering what comfort he could.

A ringing tune from Yumi's pocket snapped them out of their own little world. Sighing in annoyance, she pulled her cell phone out, hit the green button, and held it to her ear. "Hello?"

"Yumi? It's Jeremy. Come to my room immediately."

"Why, what's going on?"

"I've finished it."

* * *

New Lyoko, unknown location

X.A.N.A. launched its scanner drones. Now it would only be a matter of time before it could construct its new weapons against the human world. In the meantime, it would work on the designs for its new servants.

* * *

Earth, Jeremy's room

Ulrich looked around at the assembled team. Everyone was present, except…

"Where's Odd?"

"I called him right after you guys. He should be here any minute," Jeremy said. From his appearance, the time he spent without food or sleep was starting to take its toll on him. Large bags had developed under his eyes, and his skin had grown pale.

Everyone turned at the sound of the door opening. Coming in was Odd. He looked pretty much the same, except for his hair. Due to weeks of neglect, it had dissolved from its outrageous spike to an unkempt blonde mass that, with the large purple spot in front, vaguely resembled an amoeba. "I got your call. So what's up, Einstein?"

Jeremy's only answer was to turn to his computer and start typing furiously. After a few moments, he scooted his chair to the side and gestured towards the computer screen in an "after you," fashion. "Read this," was all he said.

The gang crowded around the screen. On it was hordes of unfamiliar symbols arranged in incomprehensible patterns. After a minute of staring, Ulrich shook his head in disgust. "Jeremy, I don't understand any of this!"

The boy genius merely chuckled. "I can. The problem is I don't believe it. If I read it right, what you are looking at right now are the 'blueprints' for Carthage."

The room filled to the brim with loud gasps as everyone stared at Jeremy.

"Carthage?" Odd demanded. "You mean the same Carthage that William destroyed when he broke that shiny orb thingie in the middle?"

"The very same," Jeremy replied. "Plus, I noticed a few things that Franz seemed to have gone out of his way to highlight. I didn't know what to make of them at first, but now I realize that they are instructions on extending Carthage's power into the internet. Not only will this enable us to track X.A.N.A., but we'll also be able to scan the internet for the effects of X.A.N.A.'s influence. More importantly, the blueprints include features that will allow me to virtualize you guys anywhere in the internet, _and_ draw on its power to launch return trips!"

"Alright!" Odd cheered, pumping his fist into the air.

"There's more," Jeremy said, excitement building in his voice as positioned himself back in front of his computer and began to open more file. "In addition to the instructions on rebuilding Carthage, I found what I can only call an upgrading program. From what I learned analyzing it, it's supposed to reprogram your avatars into new forms with at least three times the power of the originals!"

"Three times…" Aelita breathed.

"_At least_ three times the power. Finally, there are designs for vehicles that will make your old ones look like they were designed for toddlers."

"Amazing," Yumi said, her hands clenching in excitement while Odd and Ulrich cheered and gave each other high fives in celebration. "Not only will we be able to keep fighting X.A.N.A., but we'll do it with far more power than before!"

"My father though of everything," Aelita whispered quietly, although her eyes where shining with the same excitement the others where feeling.

At this, Jeremy's face grew serious, and he turned back towards the group. "One last thing," he said soberly, catching everyone's attention. "The data Franz sent came with a letter that I printed." Opening a drawer in his desk, Jeremy pulled out a sheet paper. Standing up, he held it out to Aelita. "I didn't read much; just enough to know that it's for you."

Aelita's eyes widened and her face went pale as she took the letter with trembling hands. She sat down on Jeremy's bed, making no sign of noticing when he joined her. Swallowing a huge lump in her throat, Aelita began to read.

* * *

X.A.N.A. sighed mentally as it discarded yet another design for a new monster. Nothing it tried seemed to produce anything stronger than it already had. After some thought, it got an idea. Maybe it was time for a new base design._

* * *

Dear Aelita,_

_From the observations I was able to make, I now know that my gamble to restore your memories after X.A.N.A. stole the last of them has been successful. You have no idea how relieved I am. I had feared that I had failed you again._

_There's so much I want to say to you, Aelita, but more than anything, I want to say…I'm sorry. I'm sorry I got you trapped on Lyoko. I'm sorry I couldn't protect you from X.A.N.A. I'm sorry for everything. I only hope you can forgive me._

* * *

X.A.N.A. examined its work, grinning in satisfaction. Yes, its monsters would be far stronger this way. However, it would take time to perfect the designs. Until then, it would have to rely on its older servants. But the results would be more than worth the wait._

* * *

I've managed to watch some of the battles you and your friends have fought. I cannot tell you how proud I am of you for the strength and courage you've shown; and I am glade to see that you've made such strong and loyal friends. Make sure you never lose them, Aelita. Friends like them only come once in a lifetime._

* * *

X.A.N.A. smiled as the drones downloaded their information. These would be the ideal locations for its new "toys". Now all it had to do was set them up._

* * *

There are so many things I need to tell you, things that you must know. But I do not have the time to tell you now. With Lyoko gone, my camouflage against X.A.N.A.'s detection has been compromised, and I cannot afford to let my guard down. All I can tell you now is that there are still some things that you have yet to discover about Lyoko and X.A.N.A., things you may wish to never discover. But you must, if you are to defeat X.A.N.A. As for what these secrets are, you will have to discover that for yourself._

* * *

X.A.N.A. watched in satisfaction as its weapons began to grow. Soon, X.A.N.A. would be able to commence the next attack against Earth. After that, it would only be a matter of time before those kids came to battle him once again.

X.A.N.A. looked forward to it._

* * *

_

One more thing. The programs I provided for you and your friends will help you against X.A.N.A., but they will not bring you victory. For that, you must draw on your human strength. I speak of your intellect, your cunning, and your courage. Those are things no computer program or other outside source can give you. Those are the things that will defeat X.A.N.A.

_Goodbye Aelita. We will meet again someday. I promise you that. Never forget me._

_With all the love of a father,_

_Franz Hopper_

Aelita lowered the paper to her lap, her face expressionless. At that moment, she couldn't hold it back anymore. Water began to fill her eyes as small whimpering sounds escaped her throat. Suddenly, the dam broke, and she threw her arms around Jeremy, barring her face into his chest as she cried rivers of tears. She felt arms encircle her, holder her tenderly as she unleashed all her pain.

_To be continued…_

A few things before I end the chapter:

1. Yes, I am planning to do a Yumi/Ulrich paring in this fic. My theory of why Yumi "broke up" with Ulrich is that with the pressures of school, the less-then-stable relationship of her parents, and her responsibilities as a Lyoko warrior, she wanted to avoid the additional burden of a serious relationship until they were ready. That is a very mature and reasonable decision, in my opinion. But this fic will have Ulrich and Yumi end up together. However, I will not put them together officially until sometime in the latter half, so please be patient.

2. I apologize to anyone who expected to action to start in this chapter. I just hope you found it satisfying, if sappy. I promise that the next chapter will see plenty of action, both on Earth and New Lyoko. I expect the next chapter to be rather long. Also, there will be a good serving of humor to make up for the lack of it in this chapter.

3. Like I said in the summary, a connection between one of the gang and Lyoko is going to be revealed, one that I like to describe as "tastefully twisted". One thing's for sure-you NEVER saw this coming!

4. Finally, I would like to give special thanks to Phantom 1 and his/her sole Code Lyoko fanfic, The Next Level, for showing me what real upgrades are. Before, I was planning to just give them a few extra powers, enhance they already have, and do something special with Ulrich's sword. But then I read The Next Level, and now I'm planning to make some big and powerful changes to the gang's avatars!

Now for a preview…

As Jeremy prepares Carthage II, the gang finds themselves in high spirits at the prospect of being able to fight X.A.N.A. once more. However, celebrations will have to wait when X.A.N.A. launches an attack of the likes they've never seen before! To save the day, the gang travels into the internet, only to be met with a surprise, new monsters, and a familiar face that they did not want to see. Their only chance is if Jeremy can unlock the final part of the upgrade program. But can he do this while the lab is being attacked?

Until next time, so long and remember the three things all writers need, whether they are writing fanfiction or their own original stories-creativity, concentration, and courage!


	3. Next Level

Disclaimer: I do not own Code: Lyoko.

A/N: This chapter is where this story earns its action/adventure genre. Hope you enjoy.

-Someone speaking from the Lab to Lyoko-

Title: Next Level

If there really was a place such as heaven, Odd knew that it could never compare to this place. The sun shined with a light of purest gold against a sky of deepest blue as Odd sat on his throne carved out of solid diamond with cushions as soft as clouds, surveying his kingdom. And what a kingdom it was! His throne was perched atop a gigantic slab of medium-rare steak, its light-red juices oozing out of it in bucketfuls. Trees grew out of a ground made of mashed-potatoes, their branches spreading as wide as houses, bearing king-sized candy bars as their fruits. The scene was completed by a river of steaming hot beef stew, which was fed by a waterfall off a cliff of chocolate cake.

All this, however, paled in comparison to the crowning jewel of Odd's personal paradise-the girls. The beautiful, beautiful girls, dressed in tank-tops and mini-skirts. Every age-appropriate girl he had ever laid eyes upon (with the exception of Sissi, Yumi, and Aelita) was there, cooing at him, latching onto his arms and legs, wrapping their long, slender arms around his neck and waist, or just crowding around him, chanting "Odd, Odd," in adoration. Odd closed his eyes as he sighed in bliss. This was everything he ever dreamed of and more.

"Odd? Odd!"

Odd frowned. All of a sudden, the chanting of the girls had become more insistent than adoring. Also, their voices developed a masculine tone that sounded strangely familiar.

"Come on, Odd. Wake up!"

Groaning in frustration, Odd opened his eyes. And to his shock, the surrounding multitude of girls had transformed.

Each and every girl…

Cooing at him…

Clinging to his arms and legs…

Wrapping themselves around his waist and neck…

Surrounding him and worshipping him…

Each one of the beautiful, beautiful girls had transformed…

Into Ulrich!

**"AAAAAAAAAAA!!**" Odd's blood-curdling scream sounded throughout the dorm as he bolted upright.

CRACK.

"OW! What the &#?!" Ulrich reeled back, clutching his forehead in pain.

Odd panted as his heart ran a marathon, the red bruise on his forehead that indicated the point-of-impact contrasting against his ghostly-pale skin. Shaking his head to regain his senses, he glared at his roommate. "Dang it, Ulrich, whatever happened to pouring a glass of water on someone?!"

Ulrich returned the glare. "What's your problem? You looked like you where having a nice dream, so I tried to wake you up gently, and next thing I know, you're screaming like you butt was on fire!"

Odd simply shuddered as he thought back to the horrific final seconds of his dream. "I'd rather not talk about it."

"Whatever," Ulrich said. "I just thought you should know that you've got five minutes before you're late for class."

"What?" Odd asked. He turned to look at his clock.

8: 55 A.M.

"WHAAAAAAT?!"

Leaping out of bed, Odd yanked his dresser drawers open and began flinging random articles of clothing as he searched frantically for something to wear. "Oh man, oh man, ohmanohmanohmanohman; why didn't you wake me up earlier?!"

Ulrich scowled as he plucked off a pair of boxer-shorts that had landed on his head. "Why should I? It's not my fault you where up 'til one in the morning, singing along with that dumb song you downloaded."

"Dumb?! 'Mad when you're Sad' is the hit of the century! Besides, I was singing it in celebration of Jeremy's success."

Ulrich rolled his eyes. "Oh please, that was two days ago."

"That's how ecstatic I am about it!"

"Whatever. See you in class."

Odd just grumbled as he hopped into a pair of his patented purple pants and pulled on his matching shirt. _No time for breakfast_, he thought bitterly as the glanced at the clock. Gathering up his homework, he took a moment to check himself in the mirror. After the good news from Jeremy, Odd had finally noticed that his hair had disintegrated from its former glory. The next day, an entire shelf of hair gel mysteriously disappeared from the local store. Satisfied with his appearance (blood-shot eyes, a bruise on his forehead, and his cloths wrinkled, but what the hell did he care? His hair was spiked again!) Odd raced to class.

--

Internet

_Go. Give rise to my power. Begin my new wave of conquest._

X.A.N.A. watched in pleasure as its programs flew off into the distance to fulfill their purpose. In mere moments, the world would once again feel its wrath. But for now, it needed to prepare the welcoming committee. X.A.N.A. turned its attention to the black haired boy kneeling on the floor, his oversized sword lying next to him. _William. Now that my plans are coming into effect, I suspect that our old friends will be coming back to offer their congratulations. We must throw them a celebration for their return, don't you agree?_

William smiled, the expression like that of a demon anticipating its next slaughter.

--

Kadic Academy; Science class

"Although paleontology has taught us a great deal about long extinct life-forms such as the dinosaurs, the fact is that a great deal of it involves guesswork, which leaves a lot of room for error. For example, scientists today believe that it is possible that the tyrannosaurus rex was not the mighty predator we once believed, but rather a docile herbivore, based on new theories concerning its weight, physiological structure, and estimated mental capacity. Now, on the reverse side…"

"Boy, talk about disillusionment," Odd whispered to Ulrich. "Playing 'T-rex Attack' with my sisters' dolls was one of the high points of my childhood."

"By the way, guys," Aelita said, "Jeremy wants us to meet in his room before lunch. There's something he wants to show us."

"What's this I hear? Is the Freakazoid Club holding show-and-tell now?"

The trio turned their heads in the direction of the voice. Sitting at the end of the table next to them, her mouth curved up in her trademark smirk, was Sissi. Ulrich returned the smirk smartly. "You tell us Sissi; with Nicolas and Herb following you, you're obviously the president."

Strangely unfazed, Sissi merely batted her eyelashes, her smirk changing into a shy smile. "Oh, you know I didn't mean you, Ulrich-dear. Besides, it wouldn't matter if you were in the lamest club on earth, I'd join just to be near you."

Ulrich scowled at Sissi's ten-millionth attempt to flirt with him. Odd, on the other hand, got a sly look in his eye. "Actually Sissi, we'd love to have you join our group."

Sissi's eyes widened in surprise, "Are…are you serious?"

"Sure. You'd be the perfect target for the We Hate Sissi Club's pie-throwing contest!"

Ulrich and Aelita burst into muffled laughter, while Odd gave a huge grin. However, instead of her usual growl of outrage and frustration, Sissi smiled in what appeared to be relief. "Well finally. It's good to see you're back to your usual self."

Now it was Odd's turn to be caught off-guard. "Wha-what are you talking about?" he stammered.

"You were acting really down these past few weeks. You never wanted to insult me, and you barely ate anything. Frankly, I was starting to worry about you."

Odd gaped at Sissi's sincerity. Then he grinned impishly. Leaning across the space separating the two tables, he fluttered his eyelashes in mock flirtation. "Aw Sissi," he cooed in a syrupy-sweet voice. "I knew you loved me, I just knew it!"

Sissi scowled in disgust at Odd's antic. Then suddenly, her smirk reappeared. Before Odd could even sense the impending danger Sissi shot up out of her seat, her face a mask of outrage.

"Ms. Hertz, Odd is copying off my notes!"

--

Natural History Museum

Jacob Crane, professional museum security guard, hated his job. He hated the uniform he was forced to wear. He hated how he had to start work early in the morning when the museum didn't even open until about ten o'clock. He even hated the fact that this job was preferable to working in some over-glorified fast-food restaurant. What he hated the most, however, was the pointlessness of said job. The whole museum consisted of a multitude of dusty skeletons from animals that died before the time his grandmother went to preschool (and that was a frigging LONG time ago). Who would care enough to try and steal anything?

Grumbling, Jacob continued his patrol into the Hall of Dinosaurs for the third time that day. What really irked him was how his boss insisted that he pay special attention to the dinosaur bones. Now how stupid was that? Some of the creatures on display there were as big as a house! How was anybody supposed to steal them if they couldn't even _carry_ them?

Jacob paused a moment to gaze upon the bones of the most famous dinosaur of them all-tyrannosaurus rex. He had never liked this particular skeleton. He didn't care what scientists said; there was no way something like the T-rex was a docile herbivore. And Jacob couldn't help but get the feeling that this particular tyrannosaurus had been an exceptionally vicious one in life. There was just a _feeling_ about it, a miasma of malice that hung about it even after all these millennia of death.

The sound of electricity sparking startled him out of his thoughts. Whipping out his flashlight (for all the good it would do him) he turned towards the source of the noise. An electrical outlet on the floor that the janitors used for their various custodial technologies was crackling as if it was experiencing some sort of backlash. As Jacob stared curiously at this anomaly, it suddenly stopped, only for something infinitely weirder to occur-a pitch black substance that seemed to be a cross between smoke and oil oozed out of the socket.

Jacob could only stare as the _thing_ slithered across the floor, directed by some unseen force towards the T-rex skeleton. Flowing up the podium, it began to envelop the skeleton, apparently growing in size as did. Once it had covered the entire thing, the blob seemed to be absorbed into the skeleton. For a moment, nothing else happened. Then suddenly, Jacob found the eyeless skull looking right at him.

Jacob nearly jumped out of his skin. Then he took a few deep breaths to calm himself down. Of course the tyrannosaurus skull didn't turn to look at him. Obviously, the wiring or whatever had broke, and the skull's weight had caused it to swing towards him. He laughed sheepishly as he reassured himself of this.

But wait. When did the museum install lights in the T-rex's eye sockets? And what was with those eye-like hieroglyphs? As Jacob contemplated this, he heard a sound; something like a cross between a tractor engine and a wolf growling. This time, there was no denying the truth, as impossible as it seemed.

The tyrannosaurus skeleton was growling at him.

Jacob swiftly turned about face and walked away in long strides. Now seemed like a good time to look into working in one of those fast-food restaurant. First, however, he was going to need a change of pants.

--

Jeremy's room

Jeremy smiled in satisfaction as he checked the data one last time. Everything was operating perfectly. Now all that was left was to wait for the others to get here.

No sooner had he thought this then the sound of his door opening informed him of their arrival. Turning in his chair to greet the rest of the team, he noticed that Odd's face was contorted into a severe scowl. "Hey Odd, is something wrong?"

"Nothing."

"Are you sure? You look the same as you did when you lost to Nicolas in that double cheese burger eating contest."

"It's nothing, alright?" Odd said shortly.

"Don't mind him, Jeremy," said Ulrich. "He's just sulking because Sissi got the last laugh for once."

"Hey!" Odd snapped jabbing his finger at Ulrich. "She only managed that because she cheated."

Aelita rolled her eyes. "Oh, please. You just can't handle the fact that she outsmarted you. Besides, you should consider yourself lucky that Ms. Hertz bought your excuse of dropping your pencil."

While Odd sulked over his friends' lack of sympathy, Jeremy turned back to his computer and began typing. "Odd, I'm about to show you something that will improve your mood. Behold, Carthage II!"

On the screen appeared the familiar white sphere that was Carthage. Everybody crowded around to get a closer look at their potential salvation. "This is amazing, Jeremy!" Odd said.

"Yeah, but does it work?" asked Yumi.

"Yes, but what's really amazing is how it works. First, it sends out trillions of bits of what I call 'unrefined data.' This data is then able to meld with random computer programs on the internet and…"

"Uh, Jeremy," Ulrich interrupted. "This all sounds fascinating, but we're more interested in the ends than the means."

Jeremy frowned at his "nerd-babble" being cut off, but got to the point. "Anyways, this process will enable us to scan the internet for presences such as Xana, accumulate the energy needed for return trips, and most importantly, Virtualize directly into the internet."

"Great job Einstein," Odd said, giving his friend a congratulatory pat on the back. "Now how about that upgrade program, hmm?"

"I've taken care of that to. All I had to do was upload it into your virtual profiles, and presto! The problem is that I have no idea what it did. The only way to learn is to go into the internet and find out."

"No problem," Yumi said. "We can go after classes are over. It would also be a good time to get the layout of the internet."

"Alright, then that's the plan. We meet in the factory right after our final classes."

"Great. Now let's get to lunch," Odd said, rubbing his stomach. "Can't fight Xana on an empty stomach."

--

Kadic school grounds

_Life. It thirsted for life. It wanted to smell blood as it gushed out of its victims, to hear their squeals as their flesh was ripped apart. It wanted to swallow its prey alive, to feel it thrash around desperately in its stomach, to listen to its muffled moans of pain and despair as it was slowly digested._

_There. In that strange thing. Some instinct urged it to begin the search there._

_Life. Blood. Flesh. Death. Pain. Pleasure._

--

Lunchroom

The cafeteria was a buzz of conversation, eating often taking second priority. As usual, the Lyoko Warriors were seated together at their favorite table.

"So what kind of upgrades do you think we're going to get?" Yumi asked.

"Maybe we'll get advanced weapons like before," Odd said, his excitement obvious. "It'd be great to have my homing arrows back!"

**Odd's imagination: panicking William running like a loon with three laser arrows honing in on his butt.**

"Or maybe it's something even better, like enabling us to summon gigantic robot vehicles, like the ones from _Power Rangers_ or something, so we can squash our enemies!"

**Odd's imagination: William squealing like a little girl before getting stomped by an enormous purple Odd-like mecha.**

"Ooooh, maybe I'll get super-long claws that can slice opponents to pieces with one strike!"

**Odd's imagination: Odd, wielding oversized claws, slashes a bewildered William who stands stock-still for a moment before falling apart in vertical pieces.**

Ulrich chuckled as his best friend struck a ridiculous pose with his arms held in a mock kung-fu position with his hands imitating claws. "Whatever powers it gives us, I just hope its enough to make us a match for William."

"I agree. What happened last time was a slaughter, pure and simple. If we're going to be matches for Xana from now on, our powers as they are now aren't going to cut it," Yumi said grimly.

While the other warriors conversed, Jeremy simply ate his food in silence, his eyes deep in thought. Finally, he slammed his fork down. "I just can't figure it out," he burst out.

"The upgrades?" Yumi asked.

"No, I mean the way Xana went out of his way to destroy Lyoko. What did he have to gain from it?"

"Now that you mention it, I've been wondering the same thing myself," Aelita said.

"Maybe he did it for safety," Ulrich said. "We needed Lyoko to fight Xana, so by destroying Lyoko, he destroyed our key to attacking him."

"But it would still be counterproductive," Jeremy disagreed. "Even after escaping from the supercomputer, Xana proved that he still needed to activate Towers to attack our world. Otherwise, why didn't he just mount an attack directly from the internet where we couldn't reach him and destroy the supercomputer that way?"

Odd shrugged his shoulders. "Who knows? Frankly, I don't **want** to know what goes on in Xana's head. Besides, now that we can follow him into the internet, it's pretty much a moot point anyway."

"Maybe you're right, but still…"

"**AAAAAAAAAAA!!"**

Everyone in the cafeteria turned towards the doors as a student burst in, his face as white as a sheet. "Everybody get out of here! There's a living T-rex skeleton headed this way!"

Everyone stared at the shaking boy. Some sitting at the tables closest to him edged away. Some muttered about eating too much sugar, while others looked around for hidden cameras. One group of five, however, shared a very different idea.

"Could it be...?" Yumi asked.

As if to answer her question, the wall of the cafeteria burst inwards, showering students with glass and plaster. There, for everyone to see, was the enormous, white skull of the king of lizards; and it was thrashing back and forth like a fish out of water and roaring like a demon.

"Either that's Xana, or _Lego's_ has taken things too far!" Odd yelled as everyone took cover under the tables.

"But how can that be?" Aelita cried, "Xana destroyed all the Towers when he destroyed Lyoko! There's no way he should be able to launch an attack like before!"

"Unless…" Jeremy mused.

"Unless what?"

"There is something I want to try. But first, let's get everyone out of here."

Most of the students seemed to have already thought of that, scrambling out through the emergency exits while the skeleton forced itself further into the building and upright, tearing away most of the roof in the process. Snarling, it scanned the crowed of panicking students, trying to single one out. Suddenly, its X.A.N.A eyes fell on one male student who had not joined the mad dash outside. The boy had unkempt light-brown hair and green eyes. His skin had the tanned look of someone who spent a lot of time outside. For clothing, he wore a dark blue long-sleeve button-up shirt open over a white t-shirt, dark black khaki pants, and brown high-top shoes. While everyone else was scrambling for safety, he calmly faced the monster, his eyes showing no fear.

"What are you doing? Run!" Odd yelled from behind the table. The boy just continued to stand there as the T-rex skeleton slowly stalked close and closer.

Then, without warning, it happened…

"ALL HAIL THE GREAT AND MIGHTY BONE LORD, WHO HAS RISING FROM HIS ANCIENT SLUMBER TO LEAD US ALONG THE PATH OF LIFE WITHOUT FLESH!" the boy cried, genuflecting before the skeleton.

"What the _hell_ is he doing?!" Jeremy yelled.

"Begging to get eaten would be my guess!" Ulrich cried as he raced to the rescue.

Oblivious to the fact that it was being worshiped as a god, the Xanafied fossil lunged forward, mouth wide open to snatch up its brain-dead prey. At the last moment, Ulrich, in a flying dive, shoved the would-be-snack to safety. A split second later, the horrid jaws of death closed around him.

"Ulrich!" everyone cried in horror.

"The Bone Lord is displeased with we who cling to their meaty bodies! We must flee or be devoured as sacrifices!" the Funny Farm escapee wailed as he followed the example of saner students and bolted.

Sensing its successful capture, the tyrannosaurus threw its head back to swallow its prey...only for Ulrich to topple down into its rib cage before falling to the floor. Evidently, its lack of a stomach would pose a problem. As for Ulrich, he did what any sensible boy who found himself directly beneath a lizard skeleton with feet bigger than he was-he scrambled to his feet and ran like heck!

"Ulrich, are you alright?" Aelita asked as the warrior rejoined his friends.

"A little freaked out, and I think I bruised my back, but at least I'm not swimming in stomach acid."

"Well, it looks like Mr. Boney is gonna stick to his crash diet whether he likes it or not," quipped Odd. "Personally, I feel sorry for the poor guy."

"You feel sorry for him?! Need I remind you that I was nearly eaten alive?"

"Hey, guys…"

"Oh, he would have spat you out after he discovered how awful you tasted."

"What! I'll have you know that I taste delicious!"

"Uh, guys…"

"Oh please, I've seen what kind of soap you use, all the barbeque in the world couldn't cover up…"

"**GUYS!!**" Everyone turned to the ticked-off boy genius. "Under different circumstances, I would love to observe this _fascinating_ discussion, but right now, we have more pressing issues to worry about."

"You mean like the life-size tyrannosaurus skull hanging right over us?" Yumi asked.

"Correct. Wait, what?"

Everyone looked up to see the white harbinger of death glaring down on them with menacing Xana eyes. Apparently, the late king of lizards did _not_ find the consequences of a lack of a conventional stomach amusing. Roaring (how it managed to do this continually without the benefit of throat or lungs remains a mystery) it brought jaws down upon our heroes…

"**AAAAAAA!!**"

…who, in a rather un-heroic fashion, scampered every-which-way like scared mice. Before the monster could single one out, it became distracted by the way a bit of its jaw seemed to explode in an eruption of dust and debris. A second later, the same thing happened to its skull, and then its leg. Confused and irritated, it turned to the side to see what was going on. Fallowing its gaze, the gang saw that it was non other than the police firing their guns on the monster; evidently, a tyrannosaurus rex skeleton walking around town was something people noticed.

"Well, what do you know?" Odd said as the cops continued to pelt the skeleton with bullets, with said skeleton too confused by this attack to do anything, "Looks like someone up there loves us."

"Then let's take advantage of it and get to the factory," Jeremy ordered, "It's time to try out our new equipment."

--

The officer took his eyes off the target momentarily to check on the kids this…_thing_ was attacking and saw that they were making their getaway. Good, now they could focus on fighting this thing without having to worry about civilians getting caught in the crossfire. He just hoped the reinforcements arrived soon with some bigger guns. As if fighting the living skeleton of an extinct oversized lizard wasn't freaky enough, whatever damage they did to the body simply healed a second later as if it never happened; plus tall, white and boney was starting to look pretty pissed, and it didn't seem like it'd be long before the guns stopped scaring it.

The officer sighed as he reloaded his gun. His brother was right; he should have just gotten a job at some fast food restaurant.

--

As the gang made their familiar run to the sewer hole, Aelita couldn't help but grin. Although it had only been a little over two weeks, it seemed like an eternity since they had last made this run. It had even begun to seem like they would never make it again. But now everything was back to the way it was before. Now they were once again ready to fight against Xana and whatever he threw at them.

The gang went through the motions that had been ingrained into their very muscles. They climbed down into the sewers, grabbed their skateboards and scooters and started ridding with Ulrich, Yumi, and Odd performing some stunts when the opportunity presented itself, before coming to another ladder. Discarding their wheels, they climbed up to be greeted by the sight of the factory. Running inside, they took turns swinging down the ropes before entering the elevator and hitting the down button. As the doors closed and the elevator started to descend, Jeremy said, "Alright guys, after I enter the lad, you go down to the scanner room and wait until I say OK. Yumi, Ulrich, Odd, I'll send you guys in first, and then Aelita."

"But Jeremy," Yumi said as Odd jokingly muttered about how "Jeremy wants to protect his precious princess, but doesn't give a fig about us." "We don't know what the internet is like. For all we know, we'll end up free falling in a void. Plus, we don't know how Xana is able to launch an attack with all the towers destroyed, so we would have no idea what to do."

"I have a hunch about how Xana's doing this," Jeremy said as he entered the code that opened the elevator doors. "I'll explain later if I'm proven right."

"What do you think he's talking about?" Ulrich asked as the elevator descended another level.

"Who knows? But let's just trust him. Jeremy never let us down before, right?" Aelita said with a confident smile.

"That's true," Odd agreed. "Besides, other than Princess, Einstein is the only one who knows what he's doing when it comes to the supercomputer. Me, I've crashed the school computers just by pressing the space bar."

The elevator doors opened once again, and the warriors stepped into the scanner room. Odd, Ulrich and Yumi each selected a scanner while Aelita stood off to the side. After a minute of waiting, Jeremy's voice came over the intercom, "Just as I thought."

"Care to elaborate, Einstein?"

"It would be easier to explain if I showed you first; starting Virtualization process."

The doors to the scanners opened. Yumi and Ulrich entered theirs' while Odd took an exaggerated step into his saying, "That's one small step for man, one giant leap for us. Neil Armstrong, eat your heart out." The doors to the scanners closed.

Back in the lab, Jeremy typed in the necessary information, the new profiles for his friends appearing on the screen. He paused a moment, taking a deep breath. "Here goes _everything_," and with that, he began typing in the commands while reciting those familiar words.

"Transfer Yumi,"

"Transfer Ulrich,"

"Transfer Odd,"

"Scanner Yumi,"

"Scammer Ulrich,"

"Scanner Odd,"

"Virtualization."

--

Internet

The wire outlines of the three Lyoko warriors shimmered into existence before solidifying into their virtual forms. Then the familiar drop came, from which the three landed nimbly. Yumi gave silent thanks to whatever deity was listening as her feet touched solid ground. Ulrich and Odd landed next to her as she looked around. "We're in Jeremy, so what do we…do…now…no…way."

Yumi's eyes went as wide as dinner plates while her jaw dropped down to her chest. Unseen by her, Odd and Ulrich were reacting in similar manners.

"It can't be!"

"It's impossible!"

"It's…it's…"

"…the Forest Sector."

--

Kadic School

_It roared in rage as it was attacked by these creatures that could hurt it without touching it. More had come, and added their strength to the attack. Through its anger and confusion, an overwhelming instinct took control, urging it to fight back and go to another place. A place where it would find the prey it was supposed to find. With a challenging roar, it leapt into battle._

--

Forest Sector

It was indeed non-other than the Forest Sector. Despite all logic to the contrary, it was all there. The same bright green color scheme, the same trees that had no visible tops, the same bodies of water, the same light coming from an unseen sun, the same everything!

"How is this possible?" Odd demanded. "The Forest Sector was the first sector that Xana destroyed. I should know I was there when it happened!"

-The only explanation is that Xana recreated it- Jeremy said, his voice seemingly coming out of nowhere. -I'm not sure what the raw materials where, but he obviously used the data he got from Aelita when he drained her memories to recreate the Forest Sector right inside the internet. And if he's recreated the sector, he's obviously recreated all the towers that came with it. That's how he's able to launch an attack like before-

"So basically we're standing in some sort of 'New Lyoko' or something," Ulrich said.

-That's about it. Anyways, after I send Aelita in and materialize your vehicles, head southeast towards the Tower. Oh, but first, you should take a moment to get the feel of your new avatars-

Yumi's virtual form maintained its geisha theme, but apparently had been customized into a more manga-style version. Her hair, instead of a topknot, was clipped in a ponytail with some hanging lose to frame her makeup-free face. She still wore a kimono that was modified for battle, but this one was somewhat longer, reaching the midway point between her hips and her knees, and the bow was only half as large as it was before. The dress was colored dark indigo, with bright red outlines, with the bow a deep purple. Her hands and forearms were adorned with white, skin-tight finger-less gloves, while the bare space between her shoulders and elbows bore elaborate orange tattoos resembling phoenixes. Her formerly red skin-tight pants were exchanged for a slightly baggier, emerald green pair, while her knee-high boots remained unchanged.

Ulrich, likewise, retained his samurai theme, albeit heavily modified. His entire outfit was baggier than it was before. His "coat" was longer, with a flowing "tail" emerging from underneath a long, silver tie-on belt. The coat was colored deep gold, with dark-black patterns running all over it. The Oni picture that had previously adorned his back was replaces with the image of two oriental dragons, one gold and one black, circling each other in a yin-yang formation. Both sleeves were long, stopping just short of his wrists. On his hands he wore a pair of black leather gloves. Underneath the outer coat, he wore a white undershirt. His black pants were more lose fitting, now resembling those of a traditional martial-arts gi. Finally, he was armed with two katana, one bearing a yin symbol on the hilt, while the other bore a yang symbol. Both were strapped to his back, obscuring the dragon picture. His headband remained unchanged.

Odd's avatar was changed the least, but the alterations were still extensive. Gone were the cute Kiwi-themed decorations, while the outfit as a whole bore a fiercer appearance. His gloves/hands were still paws, but with the fingers resembling armored claws. The diamond shapes were replaced by orange tiger-strips that adorned the entire outfit. His costume itself was colored a deeper purple than before, while his shoes and knee pads were changed from their previous bright-yellow to dark orange. His cheeks were adorned with the same orange strips as the rest of his body, two to each. Finally, the picture of Kiwi urinating that had previously adorned his chest was replaced by one of said dog chasing his own tail.

"Nice, I like these upgrades already," Yumi said as she examined her elegant new outfit.

"Awesome, two swords, now I can do twice as much damage," Ulrich said as he drew his new weapons and twirled them around expertly. He noticed vaguely how the sheaths and the straps that held them to his back phased into his body, as if to avoid hindering his movements. "Hopper's really outdone himself this time.

"Speak for yourself, I still look weird" Odd moaned. "Oh well, at least I don't look like as big a ninny as I did before."

"It's your own fault, Odd. Remember, our virtual forms are based on our subconscious desires," Yumi said.

"Hey, for the last time, I do not dream about being a giant purple cat!"

Aelita suddenly, and literally, dropped in and the gang got a look at her own new outfit. She looked even more like the princess everyone frequently called her. Around her head she wore a golden circlet with a pink ruby resting on her forehead. Her ears remained as pointed and elfin as always, but instead of one hanging ball earring, both ears bore an earring with a small, glittering diamond hanging from each of them. She wore a short, pink robe that ended just beneath her waist, with sleeves reaching just past her elbows, and tied shut with a pink belt. The edges were skillfully bejeweled with gems of every color of the rainbow. On the lower half of her body, she wore a skirt similar to the one she wore before, except it had golden patterns sewn into it. For pants, she wore a skin-hugging, pale yellow pair with matching boots. On her right wrist, she wore a jeweled bracelet. All in all, it made for an absolutely beautiful outfit that this writer is sadly unable to describe properly at his current level of ability, so readers will have to use their own imagination and hope for the best.

Odd whistled in approval. "Wow, now _that's_ a good look for you, Princess. Jeremy, you really don't know what you're missing here."

-I'm sure you can tell me all about it later, Odd. Right now, we've got bigger things to think about. I'm sending in your transports-

Ulrich frowned as the Overvheicles that shimmered into existence seemed identical to the ones they always used. "Hey Jeremy, didn't you say that there were going to be upgrades to our vehicles as well?"

-There will be, but I thought you should get used to your new avatars first-

The samurai shrugged his shoulders. "Fair enough," he said as he returned his swords to the sheaths that reappeared the instant he thought to do so and hopped onto his Overwheel while Odd mounted his Overboard and Yumi her Overwing, with Aelita taking position behind her. Together they took off towards the Tower enveloped in a red mist-like aura, weaving around trees ad they flew.

"Jeremy, I should probably ask before we see any fighting," Aelita spoke up. "What powers do our new avatars come with?"

-Well, the thing is, I don't know-

"What?"

-According to your father's message, the superior powers the upgrading program provides you with are based on the theme for your virtual forms and your individual fighting styles. You first have to activate them through the power of your own mind, after which you'll be able to use them normally. Right now, your profiles only say that your powers are inactive, so you're on your own. Sorry-

"That's OK,' Odd quipped. "I rather like surprises."

-Well then here's one I think you'll love. There are five monsters directly ahead of you, but they don't match anything I've ever seen before!-

"We see them Jeremy," Ulrich said. Jeremy was right; these were not like any monsters they've encountered before. They were about the same size as Kankrelats and just as misshapen, but the similarities ended there. These creatures had rectangular bodies segmented in several places, resembling pieces of an extremely fat belt. The front ends of their bodies narrowed into a point in the semblance of heads, with the Xana symbols on the front. The tips of their "heads" seemed to have been scoped out with circular glass inserted in the hallow area. They moved on spindly metal legs that almost seemed to scamper on the ground. The nature of these things was obviously mechanical from their metallic appearance and the whirring sound they made as they moved. "Guess X.A.N.A.'s decided to make himself some new toys."

"Well then let's break them. Laser Arrows!"

Said projectiles streaked towards the advancing enemy. Most of them missed, but one was about to his its target dead center, but failed to do so as the creature performed a sudden side flip, dodging the attack completely.

"Whoa, did you see that?" Odd cried. "These things are definitely a step up from the average Kankrelat!"

"They don't seem to be much smarter, though," Yumi pointed out. Indeed, the impressive stunt of the one creature caused it to collide with its companions like a bowling ball. Now the group found itself scrambling about, trying to gather its bearings and failing miserably to do so.

"Either way, it's time to kick it up a notch; banzai!" Odd cried as he kicked his Overboard into full speed. Going into a corkscrew spin, he prepared to shoot the monsters from an upside-down position. Unfortunately, this tactic failed when one of the more organized creatures reared onto its hind legs and fired a laser from its "nose", hitting Odd right between the eyes, sending him flying backwards while his board continued to spin right into a tree, exploding.

Odd came crashing to the ground, flopping along it a few times before coming to a stop. The other warriors pulled up to check on him. -Odd, you just lost ten life points," said Jeremy. "You have to be more careful!-

"I know, I know," Odd groaned as he got to his feet. "But those Newts are some darn good shots."

"Newts?" Aelita asked.

"Seems like a good name for them."

"Whatever you want to call them, they've got to go," Ulrich said as he dismounted his Overwheel and drew his swords. "I'll take the front." Crossing his blades in front of him, he yelled out "Triplicate!"

Nothing happened.

"Um, I said Triplicate!" Again, there was no effect. Ulrich kept yelling the command of his signature ability, holding his swords in different positions, while the Newts just stared at him in what one could almost call a "what the _heck_ is he doing?" fashion.

"Jeremy, mind telling me why I'm still an only child?" Ulrich growled.

Back in the lab, Jeremy fidgeted in his chair. "Uh, I guess that with the new abilities the upgrade program gave you, there was too much data to include your old abilities, so they were deleted."

"I see. Please explain why you're only telling us this NOW!"

"Hey, I didn't even know until now, OK? Just try and figure out your new powers quickly and do your best."

"Terrific," Ulrich muttered darkly. "If that's the case, then Super Sprint's probably gone to. Looks like I'll have to do this the old-fashioned way." With that, the samurai leapt into his full "natural" speed, the golden comet-tail signifying how fast he was going.

In the lab, the computer screen displayed ULRICH VS NEWT. However, Jeremy missed this as his attention was drawn somewhere else. "Guys, watch out, there's a new monster approaching, and…oh no…no, it can't be!"

Just as Ulrich was about to make the attack, a laser blast caught him directly in the chest, sending him back with the rest of the team. Once he got up, everyone got a good look at the attacker.

The monster's body was best described as a piece of mental rope, segmented to the point where it could almost be considered some sort of chain mail. Its "tail" consisted of two blades positioned so as to resemble a tuning fork. Its head was shaped like an arrowhead, with its laser mounted underneath and to the front, while the Eye-of-Xana symbol adorned the top. The whole thing was colored pale green, with the exception of the Xana symbol being a stark white. And standing atop this serpentine creature was one single, solitary figure; a figure whose appearance filled some with anger, and all with shock.

"Oh my God," Yumi whispered.

"You!" Ulrich snarled.

"Hey, guys. Nice to see you again," William said in a deep, unnatural voice that carried all the malice that showed in his eyes.

--

Outside the Factory

_Close. It was getting closer. It could feel it. Just beyond these barriers; barriers it ripped into with its teeth. Soon. Soon it would feed._

_Feed on pain._

_Soon._

--

Battleground

Like the warriors, Williams outfit had changed tremendously from what it was previously. Gone was his silver colored outfit, replaced by a pitch black body suit that covered all except for his head, with the Eye of Xana displayed on his chest. On his right arm he wore a spiked manacle. In his hand, resting on his shoulder was his oversized sword, just as nastied-up as the rest of him, with black vines crawling up the blade and the Eye of Xana embedded in the hilt.

For several long minutes that stretched into eternity, the two parties just stared at each other, no one making a sound. Even the monsters refrained from attacking, as if sensing the enormity of the reunion. Inside the warriors' minds, however, it was anything but silent…

_Hi, my name is William Dunbar._

_I pasted love-letters all over the hallways._

_You need to talk to Yumi, from the heart. Or else I'm going to. And then I really will be your problem!_

_Yes Yumi, I go crazy when I have feelings for a girl._

_Listen Ulrich in the race for Yumi's heart, I'm not in the lead._

_How do you feel?_

_Like fighting Xana and all his goons!_

"William?" Aelita asked…

…and then suddenly, the tension broke.

With a battle-cry, William leapt from his mount, raising his sword high as he descended upon the Lyoko warriors, who managed to leap to the sides as he landed, his sword connecting with the ground to create a gigantic crack. Pulling his weapon out of the miniature canyon he created, William raced to Ulrich, swinging his blade in an overhead arc, only to be met with Ulrich's two much smaller blades held in a cross-formation. Ulrich grunted from the extreme force of the blow. If he had still been limited to just one sword, William's would have cut right through it and into his body.

"Laser Arrows!" Odd shouted, sending three shots towards William's unprotected back. The X.A.N.A. warriors simply shoved Ulrich back with his sword and swung it around, knocking the Laser arrows away. Charging his blade up, he swung again, sending an unpleasantly familiar crescent shaped wave towards his attacker.

"Wah!" Odd yelped as he dove to the side, the lopsided attack just nicking the tip of his tail.

Leaping into the battle zone, Yumi reached behind her back for her own weapons, only to find none. Franticly, she patted herself over. "My fans, where are my fans?"

Suddenly William appeared right in front of her. "I'm a BIG fan of you, Yumi," he said mockingly before kneeing her in the gut with such force that her feet were lifted off the ground. Yumi grunted more out of instinct that the pain her virtual body was unable to feel. With a vicious spinning kick, William sent her flying into a tree.

"Is that anyway to treat a lady, William?" Ulrich quipped, holding his swords in an offensive stance. William's only answer was to charge, swinging his sword vertically at Ulrich who leapt back to avoid the blow then swung his own swords in a downwards arc. William blocked this attack and swung at Ulrich's left shoulder, which Ulrich parried. Then Odd leapt into the air, firing a stream of Laser Arrows from both wrists at William's unprotected side. Suddenly, however, William sped away, trailing a purple "comet tail", leaving the blasts to harmlessly collide with the ground while their would be target circled around at high speed and towards Odd's back, into which he drove his fist, sending the purple clad boy after his arrows.

"Hey, he's using Super Sprint! Super Sprint is MY thing!" Ulrich seethed.

"I'm fine, thanks for asking," Odd muttered.

"Energy Field!"

Suddenly, William was hit by a familiar pink blast, sending him flying. Looking in the direction it came from, the boys saw their teammate of identical hair-color holding her arm out in front of her, palm open, with a smug smile on her face. Just behind her was Yumi. "I guess not _everything_ was lost."

"Great shot Aelita that should take care of tall, dark and mean" Odd said. His relief evaporated as William got to his feet, severely ticked-off, but otherwise looking none the worse for wear. "Uh oh, guess I spoke too soon."

"No way," Aelita cried. "My Energy Field should have destroyed him!"

-Actually, all it did was lower his life points from 100 to 70-

"What!"

"Looks we we're not the only ones who got upgraded," Ulrich commented darkly. "Aelita, go and deactivate the Tower, Odd and I will handle William."

"I'll help," Yumi said, assuming a martial arts stance.

"No Yumi, you help Aelita get past those Newts and that Kobra. Something tells me she's gonna need it."

"Kobra, eh? Good name, I approve," Odd said, giving Ulrich two thumbs up.

"Eyes on me!" William roared, firing an energy wave at the group, forcing them to dive out of the way.

"Go! We'll be fine!" Ulrich ordered. Yumi nodded. "Come on Aelita, you've got a job to do."

The two boys briefly watched as their teammates ran towards their other enemies before turning back to William. "Let's do this," Odd said, readying his launcher.

William grinned, "Sounds good to me."

--

The Lab

BATTLE CARDS: ULRICH/ODD VS. WILLIAM

BATTLE CARDS: AELITA/YUMI VS. NEWTS/KOBRA

As Jeremy watched from his station, he couldn't help but sigh in frustration. Their first trip to Lyoko (if the place his friends where in now really _was_ Lyoko) in weeks and already things were going bad. Of course, the battles had rarely been easy, but with two new breeds of monsters that were comparatively stronger that anything they've faced before, a human warrior working for Xana, and powers they had no idea how to access or even what they _were_, things seemed to be going downhill fast.

Jeremy was suddenly distracted by a strange noise coming from overhead. It sounded like metal tearing and concrete being crushed. Jeremy frowned as he tried to think of what could cause such noise. Then his eyes went wide when it came to him.

"Guys, you've better hurry up, cause I'm about to receive some unwanted company here!"

--

Lyoko

Hurrying was not something the warriors would be doing any time soon. Despite attacking from two sides, the two male warriors found themselves completely outmatched by the Xanafied William. With his vastly superior speed and strength, his gigantic sword which his twirled around with an obscene ease, and his superior firepower, William merely flicked his opponents measly attacks away while tossing the poor duo around like rag dolls. What made it all the more insulting was the knowledge that the only reason they hadn't been devertualized within the first ten seconds of the fight was because William was _playing_ with them.

Aelita and Yumi didn't have it any better. Although the Kobra, as Ulrich had named it, was evidently a replacement for Xana's Krabs, its flexible design made it by far more maneuverable than its insect-like predecessor. Every time Aelita threw an Energy Field at it, it just bent to the side, avoiding the attack by several inches. It didn't help that there was a small swarm of Newts circling around her, firing at very inconvenient moments. Yumi wasn't much help either although not by any fault of her own. After attempting to invoke it, she confirmed that she had lost her Telekinesis just like Ulrich lost his Triplicate ability. Additionally, she had yet to find where her fans where stored, leaving her to fight with just her hands and her feet. Of course, unarmed combat is not a very effective way to fight opponents who can shoot lasers at you.

All in all, things were looking bad for the Warriors of Lyoko.

"William, you're under Xana's control, you have to fight it!" Ulrich pleaded as he retreated from a series of swings from his opponent before attempting a cross-strike, only to have it blocked. "Come on William, we're your friends! Well, technically you and I don't like each other, but I voted for you," William's only response was to shove Ulrich's swords away, unwittingly leaving himself open to attack. Sensing this, Ulrich moved in to stab him, only for William to disappear in a purple blur. Numbly feeling a tap on his shoulder, he turned around, allowing William to punch him in the gut and send him flying.

"Laser Arrow!" Odd yelled, finally able to attack without the risk of hitting Ulrich. William simply used his sword as a shield to block the arrows before speeding towards Odd, stopping an inch short of him in a crouching position, which he sprang out of in the process of delivering an uppercut of such force that had Odd not been a virtual being at the time, his jaw would have been obliterated. He then proceeded to zip back and forth between the cat boy and the samurai at high speed, cruelly knocking both of them to the ground as they tried to get back up.

_Damn it, he's too fast! This isn't Super Sprint, it surpasses it!_ Ulrich thought, his frustration mounting with every blow. It was the battle at the old Carthage all over again, only a thousand times worse. _Even if I still had Super Sprint, I wouldn't be able to keep up with him. How can I fight him if I can't keep up with him? I have to keep up with him! I have to become faster!_

It was then, in the haze of his rage and frustration, something in Ulrich's mind opened. It was as if someone had inserted a key into a lock in his head and turned, opening the door to the secrets behind it. The words came to his lips unbidden…

"Super Sonic!"

Just as William was about to deliver another blow to Ulrich's head, the boy leapt away, leaving a solid gold "tail" behind, landing upright twenty feet away. Both boys looked shocked at this. William recovered first and ran at Ulrich at full speed, sword raised for a strike. Evidently, the Warrior of Xana had decided to stop playing around. The instant before the attack connected, however, Ulrich zipped a good distance to the side. William repeated the attack, only for the same thing to happen. This pattern continued until it evolved into an all-out race to see who could run circles around each other, with Ulrich winning. If William's speed surpassed Super Sprint, then Ulrich's new Super Sonic ability completely outstripped it. He never imagined he could go so fast! Finally, with a sudden sharp turn, William managed to get in front of him, swinging his sword for a killing blow. Ulrich merely leapt backwards, performing multiple mid-air backwards summersaults, landing nimbly beside Odd.

"Dude, where did that come from?" asked an amazed Odd.

"I'm not entirely sure," said Ulrich, who quite frankly was just as wowed as Odd, was. "It's as if I've always known how to do it, and simply remembered just now. But one thing is certain," now Ulrich was grinning. "I can't wait to see what else these upgrades have in store for us!"

As the two Warriors of Lyoko stood facing William, waiting for him to make the next move, Odd couldn't help but feel more than a little jealousy towards his best friend. _It's not fair. Ulrich gets this cool super speed power, and probably something else just as cool. Everyone else will probably get something awesome as well, while I'll still be stuck with just shooting arrows, and maybe creating a shield. The only cool power I ever had was Future Flash, and Jeremy said that it was useless. Excuse me, but what helped up find Aelita when she was trapped by that Guardian? Or helped me save her whenever she fell off a cliff? Man, if I had something like that now, I'd be just as cool as everyone else!_

No sooner had Odd thought this then he felt something unlock in his brain, and he gasped as a familiar sensation came over him.

_/A shadowy figure loomed tall behind Odd and Ulrich, raising a sharp dagger, moving to plunge it into their unprotected backs./_

"Ulrich, watch out!" Odd cried, literally jumping to push the samurai away just as a laser blast struck the spots where they once stood. Looking up, they saw that a second Kobra had snuck up behind them.

"Odd, you knew what was about to happen, didn't you? Did you regain…?"

Odd shook his head, "No, that wasn't Future Flash. It wasn't so much a vision of the future as it was some sort of sixth sense."

William glared at the attempted ambusher. "This is my fight! Go help the others." With a hiss that sounded strangely like a "yes sir," the Kobra turned about face and slithered towards the other half of the battle. As Odd and Ulrich got back up to continue the fight, they silently prayed that the girls had their own situation under control.

--

Sadly, their prayers seemed to be going unanswered, as Aelita was now running to avoid an attacking Kobra, while Yumi had yet to launch an effective assault against the Newts. She estimated that by now she only had about twenty or thirty life points left.

"Dang it, this would be so much easier if I just had my fans. Where the heck are my stupid FANS?!" In her frustration, Yumi unconsciously flapped her arms…

…and lo and behold, there were her fans, right in her hands (rhyme not intended).

Yumi stared at the weapons that seemingly appeared out of nowhere. Deciding not to look a gift horse in the mouth, she threw her twin weapons Frisbee style, taking out two Newts simultaneously. Catching them on their return trip, Yumi began using them to deflect the laser-blasts from the remaining two Newts. After parrying a few shots, she threw one fan, which missed its target when it ducked. However, the Newt had failed to notice the boomerang nature of the weapon, and was sliced from behind, exploding when the blade cut its Eye of Xana. Catching the weapon, Yumi proceeded to run towards the last little monster, blocking laser fie all the way, and kicked it like a football, sending it soaring over the edge. As it fell into the digital sea, Yumi examined her geisha styled weapons. On a sudden inspiration, she performed a sort of reverse flick of her wrists, which amazingly caused her folded up fans to slide _into_ her wrists, like a cat retracting its claws. With a normal flick of her wrists, she brought her fans back out. _Well now, this could prove convenient,_ she thought, smiling.

The sound of laser fire and the cries of a certain girl snapped Yumi out of her thoughts. Turning around, she saw that Aelita had fallen to the ground and was desperately crawling backwards to avoid being hit by the Kobra's laser. Growling, Yumi raced towards them, yelling "Hey, why don't you pick on someone your own size?!" Whatever was so special about this comment, Yumi would never know, but suddenly, she felt a strange unlocking sensation in her head, and she immediately knew what to do.

Jumping between Aelita and the attacking monster, Yumi retracted her fans and made an unusual hand sign. With the first and second fingers of both hand extended, she clasped those of her right hand into the palm of her left, while gripping her left wrist with the remaining fingers of her right hand. Holding this in front of her face, the tip just under her eyes, she whispered "Mystic seal." Suddenly, a pentagram like image with elaborate designs inside of it appeared in the air before her. Bringing her hands apart and spreading her fingers wide, Yumi thrust them before her and into the pentagram, causing a shimmering light to emit from it, which enveloped the Kobra. Suddenly, the serpentine monster began to shrink. It continued to decrease in size until it was half the size of a gerbil. Yumi smirked down at it as it shot her with lasers that probably didn't cause even half a life point worth of damage combined. Then she quite firmly stomped on it, grinding it into the ground.

"Well, so much for tha-argh!" Yumi cried as she was hit in the side with a blast from the Kobra who, this time, had much more success in its sneak attack. It immediately fired another blast, hitting the downed warrior in the back, devirtualizing her.

--

Scanner Room

Yumi's scanner opened, releasing the Japanese girl, her body fatigued from the side effects of being converted into a virtual being and back again. Weakly slamming her fist on the floor in frustration at herself for lowering her guard, she silently prayed to whatever deity was listening that the others would be able to pick up the slack and get Aelita to the tower.

--

Lyoko, Forest Sector

"Yumi!" Ulrich cried, seeing his friend/love interest disperse into pixels. Then something else occurred to him. "Oh no, Aelita's in trouble!" He raced forward, only to have his way barred by a sneering William. "Get out of my way, William!" Ulrich snarled, swinging his left sword, only for William to meet it with a swing of his own, destroying it, before sending Ulrich flying back with a strike from the dull edge of his blade. Ulrich's anger mounted as he glared at the boy who, in all honesty, should have been fighting along-side _them_ as a fellow Lyoko Warrior, but thanks to a certain deranged computer A.I. with a God complex, was fighting as some sadistic dark warrior. "I said get out of my way!" Ulrich screamed, charging the black clad boy, his sword at the ready. Barely noticed through his anger, Ulrich felt another unlocking sensation in his head, and once more, words came unbidden to his lips.

"Elemental Aura: Fire!"

A cloak of red flames suddenly covered Ulrich's entire body, yet he was not harmed. On some instinct, he willed the fire into his remaining sword, making is glow like lava. With a war-cry, Ulrich swung his sword, meeting William's in a head-on clash...

…and sliced through the larger blade like a hot knife cutting butter! William stared at his shorter-by-a-half blade as Ulrich raced past him, intent on helping Aelita.

"Way to go, Ulrich, you rock!" Odd cheered as the warrior raced to help their friend. Then he turned to William and saw that the dark warrior, now quite thoroughly ticked off, was charging up the remainder of his weapon, ready to unleash an attack that, though most likely only half as effective as before, would surly devirtualize the unsuspecting target.

"NO!" Odd cried, and in his panic, he forgot all about his laser arrows and instead raced to body slam the other boy. At the last second, he remembered his fantasy about slashing William with super-long claws. Once again, there was a peculiar unlocking sensation in his brain, and quite suddenly, his "fingers" grew a good five inches. Sailing past William, Odd slashed the Dark Warrior of Xana on the wrists, causing him to drop his damaged weapon in mid-swing. The weapon fell to the ground, while the energy it was charged with dissipated harmlessly.

"All right, I KNEW I'd get something like this!" Odd said as he admired his newly acquired close-range weapons. Glancing up, he briefly saw an absolutely furious William hold his arms out horizontally to his body with his fists tightly clenched, before slamming the two fists together, with Odd's skull between them. Fortunately, the laws of physics on Lyoko were far removed from those on Earth, so while his life points where dropped to zero, his head remained intact. Of course, the numb sensation of having said head smashed between two boulders would be leave him with a killer headache for days to come.

--

Lab

Jeremy could only stare in fear as the lab's ceiling was ripped open bit by bit. If the others didn't deactivate the tower soon, he would have several hundred pound of fossilized calcium dropping on top of his head, ready to tear him in half. For a brief second, he wondered why in the world he was regretting not going into the fast food industry before chalking it up to anxiety messing with his head. For crying out loud, he wasn't even old enough to get a job!

--

Lyoko, Forest Sector

In the past, the species of monsters Aelita always had the most trouble with were the Hornets. Due to their capacity for three-dimensional flight, they tended to be more maneuverable than their land confined comrades, and since Aelita's Energy Field attacks weren't quite as fast as fast as Odd's laser arrows, the Hornets often managed to dodge the deadly pink spheres. Now Aelita was facing the same problem with the Kobra. No matter how many Energy Fields she threw at it, it would simply bend smoothly to the side, looking like it was performing some sort of snake dance. Aelita wished she could just use Creativity to send it into the digital sea, but she estimated that she only had about ten or twenty Life Points left, and any use of Creativity cost her about fifty of them.

A laser hit her in the shoulder, sending her back to the ground. Struggling to get back up, she saw the Kobra taking aim, ready to send her back to Earth, where a gruesome death was almost certainly awaiting her. She braced herself for the inevitable.

"Ya!!" Aelita opened her eyes as a familiar voice cried out, while an equally familiar golden streak zipped up into the air and landed atop the Kobra's head, causing its shot to miss Aelita by several feet. "Impact!" Ulrich yelled as he drove his remaining sword into the Eye of Xana. The Kobra flayed around for a few seconds, looking like a wet noodle, before its head exploded, leaving only part of the tail, which quickly disappeared as well. While all this was happening, Ulrich had leapt off and landed in front of Aelita, extending a hand to help her up. Smiling, she took it. "About time you got here," she said good naturedly.

"Sorry, got held up by an old acquaintance," Ulrich apologized before making an extravagant "ladies first" gesture towards the activated Tower. "Now, if you would be so kind, Princess."

Aelita nodded and started running towards the Tower. Off in the distance, William looked on, his eyes alight with anger. He felt the desire to attack, but felt unmotivated to do so, probably because he knew he would not make it in time to do anything. All that was left now was to face Lord X.A.N.A. and hope that he wouldn't be too furious with him. Sighing in acceptance of his defeat, he walked to the edge of the landmass and calmly jumped into the Digital Sea.

--

Lab

Jeremy cried out in fear as a hole was finally ripped in the ceiling and the same T-rex skeleton from before began pushing itself through, its mouth aimed right at him. If the "field team" was going to accomplish anything, they were going to have to do it within the next few seconds. Otherwise, they were going to find themselves short one member-permanently!

--

Aelita phased through the Tower's exterior without breaking her run, skidding to a stop right in the middle of the lower platform. Clearing her mind, she felt the familiar energies of the Tower which only she could connect to, and willed herself to float up to the upper platform. For a moment, she felt a twinge of fear. What if she couldn't deactivate the Tower like she could on the Lyoko she knew? But there was nothing to gain worrying about that now. Only thing she could do now was do as she always did and hope for the best.

--

Jeremy couldn't even bring himself to move, except to fidget in his chair. The tyrannosaurus was almost halfway through the opening it made, and about two-thirds of the way to being able to chomp on him.

--

On a whim, Aelita performed a mid-air back flip before passing the upper platform and landing on it, causing it to light up. She approached the center as the familiar touch screen appeared in midair before her. Like she had done so many times before, she pressed her palm in the middle of it.

--

With a roar of triumph, the tyrannosaurus skeleton pushed all but its hind legs through the opening it made, descending upon a screaming Jeremy.

--

Username: Aelita

Code:

--

The jaws of the fleshless beast were ready to snap shut. It was all over now.

--

Code:

Lyoko

--

_Dark. It was getting dark. It couldn't move. Its prey was almost in its grasp, but it couldn't even close its mouth. What was happening? Dark. So dark. Just like before. Sleepy. So sleepy. Everything was fading away._

--

"Tower deactivated."

--

Opening his eyes when he did not feel the laws of death take hold of him, Jeremy saw the white skull hanging a mere two feet away from him, suspended by its hind legs that were still stuck in the hole, the Eyes of Xana no longer glowing in its empty sockets.

Jeremy let out an explosive breath. Although it went against his nature, he had definitely earned a nice, long break after all this. But first things first. Turning back to the computer, he typed in another set of commands while reciting while reciting another set of familiar words.

"Return to the past, now."

And with that, the world was encompassed in a familiar white light.

--

Jeremy's room

(HL-ok, from this point onwards, while they are on Earth, all the characters, Lyokian or otherwise, will be wearing the clothing they have during the real fourth season of the show. Although I wasn't impressed with the team's virtual attire in the fourth season (with the obvious exception of William) I like their new civilian clothing, and I was planning on changing their wardrobe anyway, so as to follow the example of Phantom1, who inspired me to redesign the gang's virtual forms into what they are now. Now then, back to the fic)

The team all sat comfortably in Jeremy's room. It was about the same time they had met there previously. Only this time, they had even more reason to celebrate.

"I can't believe you let Sissi pull the same on you as before, Odd," Ulrich laughed. "It's almost as if you did it intentionally."

Odd just shrugged his shoulders. "Well, she seemed pretty sincere about being worried about me for the past couple weeks, so I figured I'd cut her some slack. Besides, I'm in too good a mood to try and be obnoxious. We totally wowed them with out comeback tour today!"

Aelita nodded in agreement. "And it's all thanks to my father."

"I agree," said Yumi. "I hate to admit it, but if it weren't for the powers that came with our new avatars, we might not have been able to defeat William and those new monsters."

"And something tells me that's only the beginning of the new surprises Xana has in store for us," Jeremy said, sitting in his computer chair. "We still have a long ways to go before things are resolved, and it's only going to get tougher as we go. But for now," and at this, the boy genius brightened considerably, "let's celebrate!" Opening a bag at his side, he pulled out a couple of cans of soda, tossing them to his friends. "Everyone's favorite soda, on me!" After everyone opened their cans, Jeremy raised his own. "To the future of all worlds, virtual or otherwise; may we always be ready to defend it without hesitation."

Smiling, everyone raised their own drinks. "To the future!" And with that, they all drank deeply, knowing that whatever was to come, they would face it head on, without hesitation.

Together.

--

X.A.N.A.'s lair

X.A.N.A. observed William kneeling before it in apology for his failure. However, X.A.N.A. was not the least bit angry.

_Rise, William_, X.A.N.A. said. _There is no need to feel ashamed about your defeat. To be frank, all this was merely a trial run of sorts, to see if everything was working properly. And don't worry about the new tricks your former friends have learned. I've have a few things ready that should be able to keep you ahead of them._ At this, William smiled, excited by the prospect of receiving even more power. _Now rest,_ X.A.N.A. ordered. _I need to plan our next course of action. Plus I must see to rebuilding of the rest of Lyoko. Once that is done, I will finally be able to set my master plan in motion._

"Master plan?" William asked, his voice full of confusion.

_All will be revealed in good time, William,_ X.A.N.A. said. _But know that once it is complete…_

…_even the throne of God will be mine for the taking!_

Next Level-End

Highlord Langslock-whew, THAT WAS A FREAKING LONG CHAPTER! Seriously, thirty pages! I wish I could say that was the reason I took so long to upload it, but sadly, I can only blame myself and my own laziness. Of course, in retrospect, it's probably a good thing I dragged it out so much. It gave me time to think up the right powers for each character to receive. The next several chapters shouldn't be quite so long, although I can't make any promises. What I _can_ promise is that I will try to post each one sooner than I did this one.

Now for a few things before the preview…

1. If anyone felt dissatisfied with the powers displayed in this chapter, all I can say is that Naruto started out as a rather paltry ninja before evolving into the awesome powerhouse he is now. Also, if anyone felt that I made the warriors out to be weaker than they really are, even if you ignore the fact that they had yet to even learn what their new powers were, I'm truly sorry, that was not my intention. But keep in mind they were not used to fighting monsters like the ones that appear in this chapter. Also, one of the things I look for in a story is development of the development of several aspects of the characters, and their strength is one such aspect. One of the things I plan to focus on in this fic is the development and advancement of the warriors' strength, both in terms of their special powers and good old human martial arts. Trust me, before this fic is over, the Warriors of Lyoko will be capable of some truly AWSOME things! Just wait and see!

2. If anyone felt that I was stingy with the powers I gave Odd, all I can say is that it wasn't until the latter half of the pre-time skip series that Naruto started learning the Rasengan, easily his most destructively powerful technique. I plan to have Odd develop a really sweet power that will take his strength to all new levels. But it won't happen until many, many chapters from now, so if you want to find out, you'll just have to keep reading.

3. Now to give credit where credit is due…

Phantom1-I owe a lot to your Code Lyoko fic The Next Level. If I hadn't found it, the "upgrades" I would have given the Warriors of Lyoko would have been very lame and unappealing. But once I read your fic, I was inspired to work to create upgrades that would truly take the warriors to, as we say, "the next level".

LyokomanYumisfan-I have to confess, the "Elemental Aura" thing I've come up with is based loosely on the powers of your story's version of William on Lyoko. I'll say again, _loosely_, and there are many differences, but I felt that it was close enough that you deserved to be given credit. Thank you.

Also…

Lord Maximus-I've read your latest fic, and I know your mimicking material from mine. I have to confess, I'm flattered that you've read my fic and consider it mimic-worthy. However, I must ask that you keep it to an absolute minimum, or else I'll start to feel as if you are actually stealing my material. Also, if you are going to use material from this fic, could you at least include it in your list of favorites? You know which one I mean. One more thing-think you could do a Code Lyoko/Kim Possible crossover fic? That's one of the fics I'd like to see before I croak, and I can't think of anyone better suited for the job than you. Could you do so, pretty please? Not out of any favors, but rather the fulfilling the humble request of a reader and fellow author who truly admires your work.

4. I'm thinking, once I get a good handle on this fic, and the rest of my life, I might start a Naruto/Kim Possible crossover fic with Kim and Ron being born in the Naruto universe and being trained by some of our favorite Naruto character. Would anybody like to read a fic like that? Plus, if anyone has already found a fic like that or any other crossover of the two, please inform me. Oh, and if anyone would like to use the idea I just presented, feel free to do so, I don't consider it plagiarism.

And now for the preview…

The police finally draw some connections between William's disappearance and the Lyoko gang and starts pressing them for information. It gets even worse when William's parents start giving them grief. Since they can't tell the truth, for several very good reasons, and they have a long ways to go before brining him back, Jeremy does the next best thing-use Carthage's Tower to create a polymorphic clone of him! Of course, it's going to be hard pressed convincing the parents that he's the real deal, as he's even denser than a bowling ball. His intellect is the least of everyone's worries, however, when Xana takes over Jeremy's Tower, taking control of the clone and setting a time bomb to delete Carthage. If Mr. and Ms. Dunbar thought that a missing William was bad, wait until they get a load of a rampaging one! And if the team can't shut down the Tower, there're going to be right back where they started!

Yep, just like the good old days.

Until next time!

Highlord Langslock


	4. William

HL: I've revised this chapter, primarily in the early part of the roof scene. I had wanted to give Ulrich a real-world fight scene, but the way I did it made it look like he had conquered his fear of heights, which was not the case. Then there was flashback of Ulrich training with his father, in which the elder Stern acted like a wise sensei, which I soon realized was totally inappropriate. Overall, I don't think I knew what I was doing when I wrote that scene, so I just went back and shortened it to what it is now.

Disclaimer: I do not own Code Lyoko or Without a Trace

_**William**_

The Lyoko Warriors were always amazed at how easily Jeremy manipulated the features of the supercomputer. Several times in the past, Yumi, Ulrich and Odd had to operate the supercomputer themselves, and the results were never pretty. Yet Jeremy's hands danced over the keyboard with ease, completely unperturbed by the complex symbols that dominated the screen.

Finally Jeremy leaned back in his chair. "There, now that the super scan has been integrated into Carthage II, we'll know when Xana activates a Tower," he said in satisfaction.

"And what about retrieving William?" Yumi asked.

Jeremy frowned, "Unfortunately, that's another story. When he destroyed Lyoko's core, the resulting surge of energy probably scrambled William's code, requiring Xana to reconstruct him. During the process, he must have integrated some of his own data with William's. The truth is that William has essentially become one of Xana's monsters."

The others gasped at his revelation. "Then, if William loses all of his life points, he'll be destroyed?" Yumi asked, her voice quivering.

"No, nothing like that," Jeremy assured her. "William's code is still that of a living being, so he'll probably just get 'downloaded' into some file Xana has set up for him. Of course, that doesn't help me retrieve him at all," he sighed.

"Don't forget that sooner or later, the authorities are going to connect us to his disappearance," Odd added.

"Actually, I think I may have a solution for that," Jeremy admitted.f

"What do you have in mind, Jeremy?" Aelita asked.

"I'll explain later. Right now, we've better get to class."

-CL:NL-

Kadic School

Apart from the fact that it unknowingly schooled the secret protectors of Earth, Kadic Academy was like any other boarding school, so one would expect to see the usual assortment of students loitering on the school grounds between classes. What one _wouldn't_ expect to see, however, was a number of FBI agents interviewing several of the aforementioned students.

"Oh man," Odd gulped, "I just had to open my big mouth."

"Maybe they're here for something else," Aelita said hopefully. "Hey Sissi," she called as the school's resident snob passed by. "What's going on?"

"Haven't you heard?" Sissi demanded. "The FBI still hasn't found any leads on William's disappearance, so they finally decided to start looking here."

Aelita's hopes fell like a brick. "It certainly took them long enough," she said evasively.

"I asked my dad about that," Sissi said. "Seems that William's father is some big businessman, and he was convinced that one of his rivals had kidnapped William and kept pressuring the police to investigate them until her realized they had nothing to do with it. Speaking of William's parents, I've heard that they're here too."

"Well, I hope they find him soon," Yumi said, hoping that she didn't sound as nervous as she felt.

"Yeah, but I don't envy whoever's responsible. From what I've heard, Mr. Dunbar swore to have anyone involved locked up for the rest of their lives." With that, Sissi turned about face and walked away.

"Good for him, but I think he'll find Xana a little hard to incarcerate," Ulrich muttered dryly.

"It seems like I'm going to have to use my last resort," Jeremy said.

"What do you going to do Jeremy?" Aelita asked.

"No time to explain. I have to go back to the factory; you guys cover for me," Jeremy ordered as he ran back in the direction the team came from.

"What do you think he's planning?" Yumi asked.

"Who knows?" Ulrich said, shrugging his shoulders. "All we can do now is cross our fingers and hope for the best."

Odd gulped. "I just hope the best comes soon, because we're about one iceberg away from going Titanic!" he said, pointing at an agent coming towards them.

"Aelita Stones, Ulrich Stern, Yumi Ishiyama, and Odd Della Robbia, I'm Agent Jack Malone with the FBI's Missing Persons Unit," the agent introduced himself. "I would like to ask you some questions concerning the disappearance of William Dunbar."

-CL:NL-

Principal's Office

"I'm telling you sir, we don't know what happened to William," Ulrich said.

Agent Malone sighed. "Look Ulrich, I'm not accusing you or your friends of anything. But I find it hard to believe that you're completely ignorant of the circumstances surrounding William's disappearance. From what I've heard, you guys knew William pretty well."

"Just as a casual friend," Ulrich insisted. "Someone we could talk about what was going on, that's all."

"Is that so? Well I've been told that he personally invited you to join his Go-Kart Club some time ago, an invitation which you gladly accepted."

Ulrich swore mentally; _Dang it, I knew that would turn against me some day!_

"And you, Yumi Ishiyama, from what I hear, William had quite a crush on you."

"Believe me, it was _not_ encouraged," Yumi grumbled, memories of William's stalker-like antics playing in her mind.

"And you, um, 'Odd'," Malone paused, wondering what the boy's parents had been drinking when they named him. "Actually, you haven't been known to have any particularly special relationship with William. Same goes for you, Aelita Stones. But many of the students here have described how all four of you, plus your currently absent friend, Jeremy Belpois, spend nearly every waking moment with each other, so it's hard to imagine that you wouldn't know what was going on."

"Excuse me, officer," spoke Principle Delmas. "I know that these children can act a little, well, _suspicious_ at times, but I cannot believe they would do something as serious as kidnapping."

"I haven't found any reason to suspect otherwise, Mr. Delmas," Malone assured him. "But we need to examine every possible lead."

"I don't care if they're in the middle of an interrogation, I want to see them now!" an angry voice screamed from outside the office.

The door swung open to reveal a lady who looked to be in her mid to late thirties. She was tall with long dark hair and was very pretty, although she didn't look so pretty with her face contorted with fury. Behind her was a haggard-looking Jim.

"Where is he?" The lady yelled. "What have you done with him?"

"I'm sorry?" Yumi asked.

"Ms. Dunbar, I'm afraid I'm going to…oof!" Malone was cut off when the lady knocked him to the floor as she advanced towards the children.

"You know what I'm talking about! Where is my son?"

_Oh, this must be William's mother,_ Aelita thought. "I'm sorry, but we-AH!"

Aelita was cut off when Ms. Dunbar grabbed her by the front of her dress and jerked her off of her chair. Holding her several feet off the ground, she glared straight into Aelita's eyes. "Don't lie to me, you brat!"

"Hey, let go of her!" Ulrich yelled as he leapt from his own seat and tried to pry the woman's hand off of Aelita, with Yumi and Odd right behind him.

"I'm telling you, we don't know what happened to him!" Aelita cried, only to receive a slap across the face.

"I said don't lie to me!" Ms. Dunbar screamed, her hand rearing back to deliver another blow. Suddenly, a much larger hand grabbed her wrist.

"That's enough," Jim said firmly.

"Let me go, I'm going to make her-ah!"

This time, it was Ms. Dunbar's turn to be cut off as Jim tightened his grip, causing her to release Aelita. "I said that's enough," Jim repeated.

Aelita kneeled on the ground, panting. Looking up, she saw that Jim had released his hold on Ms. Dunbar, who was now rubbing her sore wrist. "I'm sorry, but we honestly have no idea where William is."

"I believe my wife asked you to stop lying to her, young lady," a cold voice said. A man entered the room. He was tall, dressed in a crisp business suit, had neatly combed black hair touched with grey and a face that bore a strong semblance to a certain lost boy.

"Mr. Dunbar, I'm afraid you can't come in here," Jim said. William's father simply shoved past the teacher to come up to the students and glare down at them.

"Now I'm going to make this simple," Mr. Dunbar continued. "If the four of you don't come clean within the next two seconds, I will personally make your lives a living hell. Do I make myself clear?"

Just as Mr. Dunbar finished his threat, a _very_ angry Principle Delmas grabbed him by the shoulder and turned him around so that they stood face-to-face. "Now see here…" Delmas said, jabbing his finger into Mr. Dunbar's chest.

"Back off, pal!" Dunbar snapped as he slapped Delmas' hand away. "You have no idea who I am, or what I can do to you."

Mr. Dunbar was apparently a man skilled at intimidating others. However, he quickly found the tables turned when Principle Delmas grabbed him by the shirtfront and stared him straight in the eyes. "I can assure you, 'pal', that I know exactly who you are. I can also assure you that I don't give a rat's rear if you're the bloody King of England. You are in _my_ office, and you will _not_ speak to my students in such a manner. If you continue to do so, I will personally muzzle you."

"Why you…!" Mr. Dunbar growled.

"Alright, everyone calm down!" Agent Malone yelled. After a tense moment, everyone backed away from each other; "Ms. Dunbar, if you continue with your antics, I'll arrest you for assaulting both an officer and a minor. As for you, Mr. Dunbar, threaten those kids again, and I'll show you just what _I_ can do to _you_."

Both of the elder Dunbars hung their heads in defeat as Agent Malone continued, "I have a daughter, and believe me, if she went missing, I'd do whatever it took to get her back, but threatening these kids won't help you find your son."

"Why not just turn around, then?" a familiar voice said.

"Oh my God," Yumi whispered when she saw who it was.

"You," Ulrich gasped.

"Hey guys, nice to see you again," William said nervously.

-CL:NL-

Lyoko

_"I sense something interesting,"_ Xana whispered.

-CL:NL-

Kadic School Grounds

"A polymorphic clone, really?" Odd asked. Due to the investigation, all classes had been canceled, so after they were released the team met Jeremy at their favorite bench.

"That's right," Jeremy said. "When I realized how difficult retrieving William would be, I started thinking, 'hey, we have substitute teachers, why not a substitute William?' Also, I've been working on creating polymorphic clones to help us out whenever we're in a tight spot. It took me awhile, but as you can see, it was a smashing success."

"Yeah, but isn't it risky?" Ulrich asked. "What if Xana takes over your Tower?"

"I've already taken care of that," Jeremy assured him. "While constructing the Tower, I added a new security system I've designed that'll make it impossible for Xana to infect it."

"I think it's a great idea," Yumi said. "This way, everyone will think that William is fine while we work on getting him back."

"Grown-ups at twelve o'clock," Odd whispered.

Looking up, the team saw the Dunbars minus William approach them, accompanied by Agent Malone. Coming up to them, Malone's eyes fell on Jeremy. "You're Jeremy Belpois," he stated. "You were absent earlier when I questioned your friends."

Jeremy scratched the back of his head nervously, "Yeah, sorry about that, I wasn't trying to avoid questioning, really."

Malone shrugged his shoulders, "No harm done. Yumi, Ulrich, Aelita, Odd, these people have something they would like to say to you," at this Malone looked pointedly at the shamefaced couple.

Ms. Dunbar spoke up first, "I…that is to say, we…what you saw earlier wasn't us…I mean, it _was_ us, but not…what I'm trying to say is…we're sorry," she said finally.

"Its ok," Aelita said, her warm smile assuring everyone that all was forgiven. "You were just worried about your son."

"Nevertheless, that's no excuse for our behavior," Mr. Dunbar admitted, "and the only explanation for it we have is that, well, since birth, William has had a reckless streak a mile long. We're constantly worried that he'd get himself caught up in some wild joyride and crash. Speaking of which," at this, he turned serious. "Would any of you know if William was involved in anything?"

Yumi blinked. "I don't understand."

"What I mean is, has he shown any signs of using any, ahem, illicit substances?"

"No, I've never known him to be into anything like that. Why?"

"We'd be loath to think that William would be foolish enough to use drugs," Ms. Dunbar cut in. "But his behavior earlier, well…"

_"So lets see if I have this right," said Agent Malone. "After getting lost late one evening, you waved down some guys who promised to take you back to school. At some point after you got into the car, you fall asleep. When you woke up, you found yourself somewhere in the middle of the country, and the guys who picked you up were driving at top speed while whooping like drunken maniacs. In the back seat next to you were several bags filled with cash, most likely stolen. Panicking, you opened the door and jumped out of the car. Fortunately, you were on the side facing the ditch, so you were not hurt too badly, but you still hit your head hard enough that you suffered memory loss and had no idea what had happened to you or even who you were. For the past two weeks, you wondered around aimlessly, living on the money from a bag that had gotten caught on your foot while you were escaping. You didn't trust anyone enough to seek help, which is why no one made any calls. When you finally remembered everything, you waved down a trucker and paid him to drive you back to Kadic."_

_"Yeah," William said. His parents were seated on both sides of him, his mother holding him in her arms. "I'm sorry if I've upset anyone."_

_"Oh William, I'm just glad you're back, safe and sound. Your father and I have been worried sick about you," Ms. Dunbar said softly._

_William stared at his mother. "You don't look sick to me."_

"_So that's your story in a nutshell, and you're sticking to it?" Malone continued._

_William's expression became confused, "When did I say anything about nutshells? And why would I stick to it? Is it covered in glue?"_

_Malone blinked. "Say what?"_

_"What," William said promptly._

_"What?"_

_"I said what."_

_"What do you mean 'what'?"_

_"You told me to say what, remember?_

_"When?" Malone demanded._

_"No, you told me to say what," William insisted._

_Malone was getting more annoyed by the second. "OK smarty-pants, are you trying to play with me or something?"_

"_Why would I play with you, are you a toy? Wait, pants are smart? Cool."_

"Things started going downhill after that," Ms. Dunbar said, grimacing at the memory. "Anyways, you can see why we're concerned."

Yumi's jaw had dropped to her chest. Jeremy looked as if he had just been told that he had flunked a test that Odd had aced. Ulrich and Odd, meanwhile, where trying desperately to hold down their laughter as visions of a drooling, cross-eyed William wearing a pointy dunce hat while reciting various idiocies played in their heads.

Recovering, Yumi gave the three adults an _extremely_ forced smile. "I'm sorry, but we really have no explanation."

Mr. Dunbar looked suspicious, but decided to give the kids the benefit of the doubt this time. "Well, in any case, my wife and I decided that it would be best if we took him home for a while. At this point, I don't feel safe letting him out of my sight."

Bidding the team goodbye, the elder Dunbars and Agent Malone turned and walked away. As soon as they were out of sight, Odd and Ulrich burst out in peals of laughter, clutching their sides as they fell to the ground. Yumi, however, was far from amused. Her smile dropped as she turned to a cringing Jeremy.

"'Are you some sort of game?' 'Pants can be smart?' Are you _kidding_ me?" she practically shrieked.

"I don't see what you're so upset about, Yumi," Ulrich giggled. "I think Jeremy captured William perfectly."

"This isn't funny!" Yumi snapped, "Just how did this guy get so _stupid_?"

"I don't know," Jeremy admitted. "But I intend to find out. Meanwhile, we're going to need someone to observe William and assess his ability to pass off as the real thing."

"Great," Yumi groaned. "This is just _perfect_."

"Things could be worse," Odd said philosophically.

"I can't imagine how."

-CL:NL-

"_So Jeremy has decided to create a Tower to go with his personal Carthage,"_ Xana mused. _"I can use this to my advantage."_

Sending out a summoning, Xana waited for a moment before his Dark Warrior materialized in the room. **"What is your bidding, my Lord?"**

"_I have a mission for you…"_

-CL:NL-

Kadic Dorms

When it came time to decide who would rate William's ability to pass of as, well, William, everyone elected Yumi for the job, based on the fact that she was the one the real William had interacted with the most. Although she reluctantly accepted, she requested that Ulrich accompany her to give his own opinions. That is to say, she grabbed him by the back of his shirt and dragged him along with her. Aelita tagged along as well to help out. When they came to the subject's room in the dorms, however…

"He's not here," Yumi deadpanned, her eye starting to twitch.

"You don't think his parents already took him away?" Aelita asked.

"I don't think so," Ulrich said, picking up a magazine off of William's bed. "All of his stuff is still here, so he's probably just out somewhere."

"Great, just great," Yumi cried, throwing her hands into the air. "He could be anywhere right now, babbling about Lyoko while shooting lightning bolts from his fingers!"

"Calm down Yumi," Ulrich said. "We just need to figure out where he is."

"Hmmm," Aelita hummed, rubbing her chin thoughtfully. "If he's really a clone of William, then even if the personality is off, he may still have some of the real William's interests. Quick Yumi, what did William like to do in his spare time?"

Yumi closed her eyes in thought. "Well, he was a big fan of go-carts, for starters. Oh, and he also liked playing tennis; and the tennis team is holding tryouts in the gym right now!"

"But classes are canceled for the rest of the day," Aelita said.

"You know Jim; when it comes to coaching, nothing short of a Xana-attack can stop him," Ulrich said.

"So what are we waiting for?" Yumi asked. "Let's go!"

-CL:NL-

"So do you think we'll find William here?" Ulrich asked as they approached the gym.

"I hope so. Otherwise, we'll have to search the entire school," Yumi said grimly.

All of a sudden, the gym doors swung open as a boy came running out. Blindly running into Ulrich, he tried to continue his escape, but was stopped when the other boy grabbed his arm. "Hey man, where's the fire?"

"We have to get out of here, he's a monster!" the boy cried, his eyes wild.

"What are you talking about? Who's a monster?" Ulrich demanded.

"William! I don't know what happened to him since he's been gone, but he's not human anymore!" In desperation, the boy managed to pull his arm out of Ulrich's grip and continued his retreat.

"This is bad," Yumi said, breaking into a run to the gym, Ulrich and Aelita right behind her. Racing through the doors, the trio entered the gym to find-

"Way to go William, you the man!"

-Jim cheering as William sent the ball flying over the net faster than the eye could see. The spectators watching from the bleachers cheered while William's defeated opponent pounded his fists against the floor. Other then the unusual power William had just displayed, everything seemed normal.

"I still don't see where the fire is," Ulrich mumbled.

"We should investigate anyway," Yumi said. "Hey look, its William's parents," she said, pointing to the front bleachers where the elder Dunbars sat. "Let's talk to them first."

Walking over to the bleachers, the three students sat next to the couple, with Aelita right beside Mr. Dunbar. "Hello again, Mr. and Ms. Dunbar," she said.

"Oh, Aelita, Ulrich, Yumi; fancy meeting you three here," Ms. Dunbar said.

"We just came to watch the tryouts," Ulrich said.

"You should've come here a little sooner," Mr. Dunbar said, grinning. "Our son has spent the last fifteen minutes pummeling anyone with the guts to face him."

Back on the court, another student had worked up the nerve to face William. At the sound of Jim's whistle, William served. Miraculously, the challenger managed to hit the ball. Unfortunately, it made no difference, as the projectile simply broke the threads and continued its flight, leaving the poor player with a broken racket.

"Did you see that?" Mr. Dunbar shouted, jumping up and pointing like a little kid. "I don't know what my son's been eating for breakfast, but I'm buying it!"

"You must be very proud of him," Aelita said.

"We've always been proud of him," Mr. Dunbar said, sitting back down, "Even if he does have a remarkable talent for getting himself into trouble. Did you know that he was expelled from his last school?"

"I heard about that. Didn't he paste love letters all over walls?"

Mr. Dunbar nodded. "He had a huge crush on this girl, but when he asked her out, she turned him down flat. Of course, he was never one to give up so easily. Only a few days later, he snuck into school and wallpapered the hallways with letters proclaiming his love for the girl. Student's were ripping them off to open their lockers, and the custodians had to work overtime for a week to clean up the glue."

Aelita couldn't help but giggle. "So did it work?"

Mr. Dunbar's expression darkened. "I never thought to ask, but in the end, it didn't matter either way. Turns out, the girl was the daughter of the school principle."

"Oh," Aelita said. She could see where this was going.

"Man threw a fit. He made William out to be some sort of stalker and expelled him on the spot. Of course, my wife and I knew that it was a load of bull, but there was no reasoning with the guy, and a lawsuit would have only cause more trouble, which was the last thing our son needed at the time."

"I'm sorry," Aelita said, not knowing what else to say.

Mr. Dunbar shrugged his shoulders. "Well, it's all in the past now, so we don't dwell on it. Besides, from what he's told me, William has a good life here at Kadic. I believe I have you and your friends to thank for that."

"Is that so?" Aelita asked, glancing at her two friends who were too preoccupied with observing William to pay attention to the conversation.

"Yes, it is," Mr. Dunbar said. "Judging from the way he's always talking about you guys, I'd say that William has become very fond of your group, especially Yumi. As for Ulrich, well, some of the things he had to say about him were less than flattering. However, he seems to respect him a lot, and if they ever resolve their little fight over Yumi, I believe that they could become good friends. He also seems to like Odd, and I believe Jeremy tutored him for a while. And by the way, he's taken an interest in you."

"Me?" Aelita asked, surprised.

Mr. Dunbar nodded. "Don't tell him that I told you, but he says that if he ever decides to give up on Yumi, he's likely to try his chances with you."

"You don't say," Aelita said, not knowing if she should feel flattered or not.

Mr. Dunbar inhaled deeply. "Listen, could you promise me something?"

"What is it?"

"I know that William…" Mr. Dunbar wrung his hands. "I know that he's not the easiest person in the world to get along with. He's reckless, arrogant, and rarely knows where to draw the line. But he's good person with a big heart. So could you…could you try to stay friends with him?"

Aelita met Mr. Dunbar's eyes. They were the eyes of a man who loved is son dearly and was begging her to take care of him. What was she supposed to say when she had let him down before they had even met? In the end, there was only one thing Aelita _could_ say.

"I promise, I'll be there for William when he needs me," she lied.

Mr. Dunbar smiled. "Thank you," he said before turning back to watch the game.

Aelita felt sick.

-CL:NL-

Carthage II

**"This is our target,"** William announced to his troops as they observed the green glowing Tower.

"**You, over there,"** he barked at one of the monsters. **"You to,"** he called to another. The three monsters assumed a triangular formation, aiming their weapons at the entrance. Turning back the Tower, William raised his arms in front of him and started concentrating. His form became outlined with black smoke as he levitated off the ground. After a moment, the Tower's glow turned red.

-CL:NL-

Factory-Lab

Supposedly the multitude of seemingly random symbols running across the screen meant something, yet as Odd observed it over Jeremy's shoulder, all he could think of was alphabet soup. "So what exactly is this?" he finally asked.

"It's a program I designed to simulate a Tower's data," Jeremy answered. "To create a polymorphic-clone that could pass off as William, I uploaded his genetic code into my Tower. However, it lacks the memory needed for a complex human personality, so it simplified everything into a manageable equation, resulting in an emerging quality."

"So can you fix it?" Odd pressed.

Jeremy shook his head. "I've tried modifying the equation, but any changes I make would simply produce a different emerging quality."

"So we're screwed, huh?" Odd sighed.

"Maybe not," Jeremy mused. "If I could just…"

Before Jeremy could specify what he intended to do, the super-scanner started beeping. "Did Xana activate a Tower?" Odd asked.

Jeremy examined the computer screen. "He did, and it's in…" his eyes widened. "It's the one in Carthage!"

"What, but you said that was impossible!" Odd cried.

"I don't know how he did it, but that's not important right now," Jeremy said. "Go wait in the scanner room while I call the others."

-CL:NL-

Gym

"Forget it, this is insane!" yelled another victim as he ran off the court and out of the gym after receiving a buzz cut down the middle, courtesy of William's serve.

"Man William, I don't know how you're doing it; all I know is that I love it!" Jim laughed as he patted William on the back. All of a sudden, William's body began to convulse, and he dropped to his knees. "Whoa, what did I do, what did I do?" Jim asked franticly.

"What's going on?" Mr. Dunbar demanded as he and his wife came running up to kneel beside William, with Ulrich, Yumi and Aelita right behind them.

"I don't know," Jim insisted. "I was just congratulating him, and suddenly he started shaking like a tuning fork."

"William, are you all right? Say something, please!" Ms. Dunbar begged. William's only response was to groan loudly. "Somebody call an ambulance!"

Yumi's cell-phone started ringing. Answering it, she saw that the caller ID was flashing Jeremy. "Jeremy, there's something's wrong with William," she whispered urgently.

"_Get out there, Yumi,"_ Jeremy's voice shouted. _"Xana's taken over my Tower!"_

At that moment, William's eyes opened to reveal the Eye of Xana.

With a digitized roar, the Xanafied William-clone unleashed a huge electrical surge, sending the Dunbars and Jim flying. Lunging, he grabbed Yumi by the throat, knocking her to the floor. Her phone slid across the court, Jeremy yelling _"Yumi, are you still there, Yumi!"_ over the speaker.

Yumi chocked as William's hand threatened to crush her windpipe. Suddenly Ulrich appeared and connected a full power soccer kick to William's side, knocking him off of her. "Let's get out of here," he said, helping Yumi to her feet.

While the three Lyoko Warriors made their escape, William rose back to his feet. Thrusting his arms out, he unleashed a stream of lightning upon his racket and two dozen tennis balls, pulling them through the air with a twitch of his fingers. Grabbing his racket, William took off after his prey, the tennis balls trailing after him like a cloak.

"Does this mean I win by forfeit?" one guy asked dumbly.

-CL:NL-

"How did Xana get control over William? I thought Jeremy took precautions," Ulrich asked as he ran.

"We can ask him later," Yumi said. "Let's just get to the factory so we can fix this."

A sharp _whack_ sounded from behind, and the next instant the ground exploded, knocking everyone down. Looking up, they saw William running towards them. Levitating a ball in front of him, he slammed it with twice the power he had previously displayed. The sphere missed Aelita by a hair and blasted a crater the size of a man's head in the sidewalk. If it had connected, Aelita would have been torn through.

"I'll distract him, you two get to the factory," Ulrich commanded as he leapt to his feet.

"Ok, but be careful," Yumi said as she stood up. Ulrich gave her a quick nod before charging towards William. "Come on Aelita," Yumi said, pulling the other girl to her feet. Together, they made a break for the forest.

Ulrich leapt through the air, aiming a flying kick at William's head, only for the digital clone to phase through him, leaving Ulrich to crash to the ground. Turning around, William aimed another ball at Ulrich and swung, only to find his hand empty.

"You lose something, Xana?" Ulrich taunted, waving the racket he had snatched from William's hand.

With an angry snarl, William thrust his arms forward, causing the remaining tennis balls to fly at Ulrich like a green meteor shower. Ulrich brought up his arms to protect his face and chest just as the barrage hit, knocking on his back. Looking up, he saw William aiming an electric attack at him. Scrambling to his feet, Ulrich bolted, William's lightning nipping him at the heels of his shoes.

_I have to keep him occupied so he doesn't attack the factory,_ Ulrich thought. _But if I stay out in the open, I'm a sitting duck._

Seeing that he was near the science building, Ulrich made a beeline towards it. Once inside, Ulrich jammed the handle of the tennis racket through the door handles before running upstairs. Behind him, the sound of glass shattering confirmed that William was still hot on his trail.

-CL:NL-

Factory

"I'm worried about Ulrich, we shouldn't have let him face William alone," Aelita said as the factory's elevator started its descent.

"He'll be fine," Yumi reassured her. "We've faced polymorphic specters before, remember? Besides, you're needed to deactivate the Tower, and if Xana has as much waiting for us as he did last time, you'll need all the help you can get."

In spite of her own reasoning, Yumi was plenty worried herself. Polymorphic specters were one of Xana's strongest forms of attack, and facing one alone bordered on suicide. _Please, please be careful, Ulrich,_ she prayed.

Coming to a stop, the elevator opened to the lab. "Jeremy, we're here," Yumi announced as she and Aelita entered.

"Yumi, Aelita, thank goodness you guys are alright," Jeremy sighed in relief. "Wait, where's Ulrich?"

"He stayed behind to distract the clone," Aelita answered. "What's the situation?"

"It's bad," Jeremy said grimly. "I've been trying to regain control of the Tower, but Xana's grip is just too strong. And to make things worse, I've just discovered that Xana has loaded a virus into the Tower. Fortunately, I've managed to isolate it for now, but unless we shut down the Tower, we'll lose Carthage again!"

"Then we have no time to waste," Yumi said as she and Aelita quickly walked back to the elevator.

"Odd's already waiting down in the scanner room," Jeremy said. "I'll send all of you to Carthage once you're down there."

Down in the Scanner room, Odd tapped his foot impatiently as he stared at the elevator. Jeremy had said that he needed to wait for the others before he went in, but he was ready to kick some Xana butt now!

Finally the elevator doors opened to reveal Yumi and Aelita. "Finally, my backup singers are here," Odd said, smiling.

"Get ready guys," Jeremy said over the loudspeakers. The scanner doors opened, allowing the three warriors to enter. "Xana has William and three new monsters guarding the Tower; and don't forget we're racing against time on this one." Aelita nodded in affirmation as the scanner doors closed and the process began.

"Transfer: Odd…"

"Transfer: Yumi..."

"Transfer: Aelita."

"Scanner: Odd…"

"Scanner: Yumi…"

"Scanner: Aelita…"

"…virtualization."

-CL:NL-

William dropped to the floor, his task complete. The Tower was now completely under Xana's control. Suddenly, he sensed three entities materializing.

**"There're here,"** he said to his troops, smiling in anticipation. **"Let's go."**

-CL:NL-

The Arena

Odd felt himself materialize before dropping to the floor, Yumi and Aelita right behind him. Looking around, he confirmed that they were in the ever so round and featureless Arena. "We're in Jeremy, and no offense, but couldn't you have spruced this place up a bit?"

-I'm opening the passage to the Core Zone- Jeremy said, ignoring Odd's critique. –You guys know how to get to the Tower.-

"What about the key?" Yumi asked as the passageway opened.

-Don't worry; I removed the security feature when I recreated Carthage. Be care though, I'm sure that Xana has plenty of unpleasant surprises ready.-

"Roger that captain," Odd said as they moved out.

-CL:NL-

Attic

Ulrich grunted as he pushed the heavy boxes on top of the attic door, hoping it would be enough to slow William down. Surveying the room, he wondered how he was going to get out of this one. After being chased to the top floor, Ulrich had managed to throw William off his trail for the moment by hiding in the attic. Unfortunately, it would not be long before William wised up and had Ulrich cornered.

His fears were confirmed when someone began pounding against the door hard enough to make the boxes rattle. Looking around, he spotted an emergency escape door that led to the roof.

The rather _slanted_ roof.

Of a building that was nearly two stories high.

Suddenly, getting mauled by a deranged cyber creature didn't seem so bad.

The pounding got stronger. Swallowing his fear of heights, Ulrich grabbed the pull-cord. After a few yanks, the hatch opened in a cloud of dust. Climbing through, Ulrich got a glimpse of the ground below before focusing his attention upwards as he fought a wave of panic. The sound of wood breaking and boxes tumbling urged him on despite his better instincts.

-CL:NL-

"We're in the Core Zone Jeremy," Aelita announced as the warriors exited the terminal.

"Watch out, those new monsters I told you about are there to, and their readings are pretty high!" Jeremy said, watching the screen.

The warriors looked around. Other than the fact that it wasn't trying to smash them, there were no visible changes to the Core Zone. With the same pale blue color scheme and the same angular architecture, it was like the old Carthage had never been destroyed.

"Um, Jeremy, there's nobody here," Odd said, surveying the room.

-What are you talking about? They're right on top of you!-

"I'm telling you Jeremy, this place is as empty as Sissi's head," Odd insisted. All of a sudden, his eyes widened.

_/Something was taking aim at them from above/_

"Incoming!" Odd yelled pushing Yumi and Aelita to the floor just as a barrage of lasers hit the spot where they had been standing. Looking up, they saw the monsters were hanging from the ceiling.

These newest monsters were a little bigger than then them and had a rusty-red color scheme. Their heads resembled harpoon blades with six glowing red eyes, three on each side, and were perched atop flexible necks that extended from sleek bodies which ended in long, whip-like tails. Their arms were similar to the legs of Tarantulas, except that the blasters were more angular. Their legs were long and slender, bending backwards, and ended in three-toe claws that anchored them to the ceiling. The Eye of Xana was printed on the top of their heads.

Flipping onto his back, Odd fired a barrage of laser arrows at the monsters, forcing them to drop. Landing nimbly on their feet they attacked, firing a continuous stream of lasers from both arms like Tarantulas. Leaping to her feet, Yumi brought out her fans and started blocking the attacks.

"Energy Field," Aelita shouted, launching a pink sphere at the nearest monster. Before it could hit, the monster leaped high into the air. Twisting its body as it sailed over the warriors it opened fire on them again.

"Shield," Odd cried, brining his forearms together horizontally above his head. Instead of its usual circular shape, the shield of energy took on a diamond-like form, similar to the traditional shields of European knights. While Odd shielded everyone from the acrobatic creature's attack, Yumi continued to block the lasers of its two companions.

Yumi suddenly cried out when she took a hit in the shoulder. Another to the knee brought her to the floor, leaving everyone's back open. Acting on instinct, Odd actually detached his right arm from his shield and, swinging it around, erected a _second_ shield. "Well _that's_ convenient," he said as lasers splattered against his two barriers.

Shifting her position, Yumi faced the monster standing alone, assuming her hand sign.

"Mystic Seal: Bind."

A glowing pentagram appeared before her with a different design than the one she used in the last battle. Thrusting her hands into it, Yumi unleashed a shimmering light upon the monster. Long white threads appeared and bound the monster's arms together before latching to the floor. The monster struggled, but the bindings held fast.

Satisfied that the monster was immobilized, Yumi stepped out from behind Odd's shield and threw a fan at the monster. Just before it hit, the monster's tail whipped forward and slapped the weapon to the floor.

"Wow, these Raptors are something else," Odd said, giving the monsters their new name. "This is going to be tough."

"Speaking of which, where's William?" Aelita asked. Suddenly, as if in response to her question, a cloud of pitch-black smoke appeared, moving along the floor at a speed rivaling Super Sonic. Coming to a stop beside the ensnared Raptor, it reformed into the aforementioned Dark Warrior.

"Speak of the Devil, and he will appear," Yumi growled.

**"Flatterer,"** William said, smirking.

With a screech, the Raptor finally managed to break free of its bonds. Growling ominously, it aimed its laser cannons at the warriors again.

"Say William," Odd spoke up. "Seeing as Jeremy built this place, then that would mean the Tower here is ours. So why don't you be fair and let us deactivate it?"

William's only response was to swing his sword, unleashing an energy wave.

"Didn'tthinkso!" Odd yelped as he and the others hit the floor, the attack passing over them to hit one of the Raptors instead, destroying it in an instant. The other Raptor stared at the spot where its companion had been a moment ago, then at William, and then back before shuffling out of the fire-zone.

**"Everything that exists belongs to Lord Xana,"** William growled.

"Guess reasoning is out of the question," Odd sighed as he got back up. "On the plus side, William's little tantrum has made it three on three again."

"Something tells me that it's not going to make much of a difference," Yumi said.

William grinned. **"How right you are."**

-CL:NL-

Gritting his teeth, Ulrich positioned himself carefully at the top of the roof, trying not to think about how high off the ground he was, and planned his next move. As strong as William was, Ulrich had the advantage of the high ground. If William tried running up the side, then Ulrich's martial arts skills would make it easy to knock him off the roof and send him plunging to the ground. If William tried a jumping maneuver instead, Ulrich could throw him with the same results. Although the fall would barely slow him down, it would buy Ulrich some time.

When William failed to appear, Ulrich grew suspicious. What was taking him so long? As Ulrich pondered this, he failed to notice William float up through the roof behind him. At the last minute, Ulrich realized William's tactic and turned around, but it was too late. Thrusting his hand forward, William unleashed a stream of electricity that hit Ulrich dead on. Ulrich screamed in pain while William laughed cruelly and continued the torture.

-CL:NL-

"Energy Field," Aelita cried, shooting the pink sphere at William, who countered with an energy wave. The attacks collided, causing an explosion that sent both of them flying. William backflipped and landed on his feet while Aelita tumbled along the floor before coming to a stop. Rolling back onto her hands, Aelita flipped to her feet in time to see William running towards her with his sword raised. Aelita jumped to the side, avoiding a vertical slash. Next William attacked with a horizontal slash, Aelita backflipping away just in time. Coming to a stop, Aelita scanned the area for William's presence when a _whooshing_ sound from behind told her what he was doing. Turning around, she saw William swing his sword.

Before Aelita could be devirtualized, a laser arrow hit William in the side, distracting him long enough for Aelita to escape. Off to the side, Odd paid for his deed with a direct hit to his back.

-Good save Odd, but that was way too close- Jeremy said. –Remember, you have to protect Aelita so that she can deactivate the Tower.-

"I _know_ that, Jeremy," Odd snapped irately, brining up his shield to block more laser fire. "After doing this a hundred times, I think I know the drill."

"Then why are you guys scattered all over the place?" Jeremy demanded. Indeed, the images on the computer screen showed that while Aelita was battling William alone, Odd and Yumi were more than forty feet away, each engaged with one of the remaining Raptors.

"I'm sorry, but these Raptors are smarter than we thought!" Odd yelled, ducking around his shield return fire. "They somehow managed to draw us away, and now we're stuck!"

"We could use our vehicles right now," Yumi said. She threw one of her fans at her opponent, only for it to be slapped away again by the Raptor's agile tail. With its constant laser fire, she couldn't attack with her other fan, or cast another Mystic Seal. "I think we're ready for them."

Jeremy fidgeted guiltily. "Well, the thing is, while I was redesigning them, I pressed a button or two that I shouldn't have. Right now your vehicles are so full of bugs that I can't properly materialize them."

"Well isn't that just _great_!" Odd snarled. "Some genius _you_ are!"

"I'm sorry, but-wait a minute, maybe there is something that can help," Jeremy said, starting to type. "Odd, how would you like a new piece of equipment made just for you?"

"New gear just for me?" Odd practically drooled at the thought. "I'm all ears, Jeremy."

"Alright then," Jeremy said, pressing the Enter button. "Uploading: Claw Booster."

A golden colored gauntlet materialized on Odd's right hand. "Neat, so what does it do?" he asked.

-Tap into it mentally like you did with your powers, and you'll figure it out. Just remember that it's powered by twenty of your life points, so make it count.-

Odd concentrated on the manacle. Much like the unlocking sensation from before, he felt like something was being plugged into a socket in his head as the gauntlet began to glow. Dropping his shield and raising his right hand, claws extended, Odd lunged forward just as the Raptor fired.

"Mega Slash!"

For an instant, everything around Odd blurred before he found himself standing back to back with the Raptor as the Claw Booster shattered and disappeared. On the other side, two laser beams split in half, right down the middle. For a moment, everything was still. Then the Raptor's forearms broke into pieces, while the tip and middle parts of its head fell off before it exploded. Sensing the monster's destruction, Odd whooped in victory, pumping his arms into the air. "Oh yeah, that was awesome! Who's the man? Who's the man? I am! I am!"

-I'm glad you liked it, Odd. Meanwhile, you have a job to do.-

Aelita pressed two Energy Fields together above her head, creating a current between them just in time to block William's sword, her knees buckling from the impact. Without warning, William jumped up and flipped over Aelita, pulling his sword with him. Landing, he kicked Aelita hard in the back. Falling on her face, Aelita rolled over to see William standing over her, his sword poised to stab her. In a flash, Aelita straightened her arms and sang out a clear note. The next instant, the floor around William shot upwards, taking him with it while Aelita made a break for the exit.

Of course, William was never one to give up so easily. Jumping just before he was smashed against the ceiling, William descended upon Aelita like a bird of prey.

Just before he could slice her in half, Odd appeared out of nowhere, delivering a flying kick to William, crying "Banzai!" The unexpected blow caused William to drop his sword as he and Odd crashed to the ground, while Aelita ran into the corridor leading to the Tower.

Rolling with the fall, Odd sprang to his feet and prepped his launcher just as William got up to find him aiming right at his face. With only three feet between him and Odd's fist, and his weapon lying far beyond his reach, there was no way William could attack or defend.

"Go ahead," Odd drawled in a cowboy accent, "make my day."

William merely grinned and shouted **"Super Smoke!"** _Sinking_ into the same black smoke as before, William zipped through Odd's feet and slipped underneath his sword. Reforming, he caught it in midair and swung, firing an energy crescent that finished Odd off. Turning back into smoke, William chased after Aelita, leaving Yumi to face the last Raptor alone.

-CL:NL-

In all his life, Ulrich had never imagined such pain. Every cell in his body screamed at him to make it stop, yet he could do was hover in the air as William fried him.

"William, stop it!"

Was that him shouting? No, that wasn't his voice. A shoe hit William's hand, disrupting the flow of electricity and allowing Ulrich to drop. Forcing himself up to his knees, Ulrich saw who threw it. "Mr. Dunbar, what are you doing here?"

"I saw you when you were climbing onto the roof," Mr. Dunbar said as he climbed up in front of Ulrich. "I suspected that William would be following you, so I ran over here." Standing up, Mr. Dunbar held his arms out beseechingly as he began to approach William. "William, what's happened to you? Please, talk to me!"

"It's no use, Mr. Dunbar," Ulrich rasped. "That's not the real William."

"What are you talking about?" Mr. Dunbar demanded.

"I can't explain it right now, but you have to believe me, that thing is not your son," Ulrich insisted. William chose that moment to attack. "Look out!" Ulrich cried.

The speed of William's charge threw Mr. Dunbar off balance as Ulrich swung around and delivered a shoulder blow to William's hip. Unfortunately, the force of the blow caused the tiles beneath him on to come loose. Slipping, Ulrich tumbled after Mr. Dunbar while William went in the opposite direction.

Dropping over the edge, Mr. Dunbar grabbed hold of the rain gutter just as Ulrich flew over him. His other arm shooting out, Mr. Dunbar managed to catch the boy's hand just in the nick of time. On the other side, William dropped straight to the ground. Dissolving for an instant, William reformed and immediately started running towards the building's entrance.

-CL:NL-

"Jeremy, how many life points do I have left?" Aelita asked, entering the Tower room.

-You're not going to believe this Aelita, but you still have eighty-five!-

"What, that can't be right!" Aelita insisted. "After fighting William and using Creativity, I should be down to forty."

-It has to be your father's upgrade program. Somehow it lowered the number of life points your Creativity uses from fifty to just ten.-

"If that's true…" Aelita mused as she examined the gulf separating her and the Tower. Kneeling, she sang another note and slowly a walkway branched out from the ledge, extending until it connected to the other side.

"How many life points did that use, Jeremy?" she asked as she rose.

"Ten, just as I thought," Jeremy confirmed. Just then, he noticed a red blip on the computer screen homing in fast on Aelita's yellow blip. "Heads up Aelita, William's on your tail!"

"I have it covered," Aelita said confidently. Running along the walkway, she stopped at the halfway point and turned around just as William in Super Smoke form entered the room. Bending her knees, Aelita waited until the very last moment when William reformed, already swinging his sword in an overhead arc, before jumping into the air, her head sailing just above the tip of the blade. Landing behind William, she used Creativity again, creating a hole beneath William through which he fell, leaving only his sword behind. A quick look revealed William desperately gripping the bottom edge of the hole. Waving cheekily, Aelita jumped over him and ran towards the Tower.

Back at hole, William tightened his grip to keep himself from falling. Closing his eyes, he seemed to meditate as a black substance oozed from his body.

"**Super Shadow!"**

Just as Aelita reached the Tower, a long, silky, pitch-black _thing_ grabbed hold of her waist and _threw_ her all the way to the other side of the room. Getting up, she saw the same thing spread along the edge of her hole like a pair of hands, and up popped William, the substance flowing from his own body. Setting himself down gently, William drew the substance back into himself, whipping a small treadle out to grab his sword and draw it back into his hand.

Aelita opened her mouth to use Creativity again. Quick as lightning, William's hand shot forward and fired a stream of Super Shadow that crossed the distance between them and clamped onto Aelita's mouth, cutting off her singing. As Aelita struggled against her gag, William advanced menacingly, his sword at the ready.

-CL:NL-

Back on earth, William came to the attic door he had busted through to get to Ulrich. Before he could go any further, his body froze up and began to flicker. After a moment, he started moving again, but slowly, as if there was something wrong with his joints, while his form continued to fritz.

There was only one explanation. Xana's virus was beginning to take effect. Before long, both the Tower and all of Carthage would be destroyed.

-CL:NL-

Aelita shot Energy Field after Energy Field at William, yet he smoothly brushed each of them aside with his sword. With her mouth still covered by Super Shadow, she couldn't use Creativity or even tell Jeremy what was happening, and no matter how hard she tried to pull it off, it remained stuck to her like glue. Trying a different tactic, Aelita hit Super Shadow with an Energy Field. Thankfully, the substance finally dissipated, only for William's fist to slam into her face a moment later, sending her flying into the wall.

Her head spinning, Aelita barely rolled out of the way in time to avoid William's sword. Scrambling to her feet, she was forced backwards by a series of swings.

"William, please stop this," Aelita pleaded, ducking under a swipe. "This isn't the real you, Xana's forcing you to do this."

Ignoring her, William dropped to deliver a sweeping kick that took Aelita's feet out from under her. Returning upright, William raised his sword for the final blow.

"Listen to me, William!" Aelita cried. "We met your parents!"

William's sword halted in mid-thrust, his eyes widening in shock. He was open to attack, yet Aelita hesitated; if she could somehow reach him…

"You look a lot like your father," she said as she stood. "You two share the same hair, the same eyes, and the same cheekbones. Your mother is really pretty. I mean, _really_ pretty. I hope I look as good as her at that age."

"What are you doing Aelita?" Jeremy demanded, nearly pulling his hair out as he stared at Aelita's motionless icon. "You can't reason with him, just hurry up and get to the Tower!"

"Sorry Jeremy," Aelita muttered, tapping her finger against her temple.

On the computer screen, a big X started blinking over Aelita's icon. Jeremy started hitting random keys, trying in vain to reestablish communication. "Aelita, come in! Don't do this!"

Aelita stepped closer to William. "They came to school searching for you. You should have seen them, William. They were ready to kill to find you. They were so desperate; so scared."

Raising her hand, Aelita gently touched William's cheek. He flinched, but otherwise made no reaction. "Jeremy created a polymorphic clone of you to fool them. But it's not you, William. It has your face and your memories, but that's all. It can barely even act like you! You're parent's deserve better. They deserve _you_!"

William's whole body was trembling now. His sword dropped from his hand, clanging against the floor. Raising her other hand, Aelita cupped William's face as she looked into his eyes. "Please William," she begged softly, "come back with us. Your parents love you so much. Give them their real son back."

With an agonized moan, William collapsed onto Aelita's shoulder, his body shaking with muffled sobs. Aelita embraced him, softly whispering words of comfort to him. William hugged her back, clinging to her as a child would cling to its mother.

**"Tell my parents…"** William muttered in a broken voice.

"Yes…" Aelita whispered.

**"Tell them…tell them that the next time I see them, I will take their heads and present them to Lord Xana as proof of my loyalty."**

Shock jolted through Aelita as William raised his head to reveal an evil smirk. Realizing that she'd been duped, Aelita tried to pull herself free, but William was too strong.

Unlatching his right arm from her, William raised it above their heads. His hand started to glow with energy until his fingers resembled claws. Desperately, Aelita tried to push him off of her, but he just tightened his hold. Aiming the tips of his talons at her skull, William drew his arm back to strike. Aelita closed her eyes.

"Look out beloooow!"

Snapping his head up at the unexpected cry, William was rewarded with a double foot plant in the face, courtesy of Yumi. Releasing his grip on Aelita, William staggered backwards as Yumi jumped off and landed on the floor. Turning around, she leapt forward, folding into a crouching hand-stand and then sprang out of it to deliver another two footer to William, this time in his stomach, sending him flying.

"Sorry if I cut it a little close," Yumi apologized, turning to Aelita. "It took some time before I got the hang of fighting that robotic lizard."

"It's ok," Aelita muttered.

"Hey, are you alright?" Yumi asked.

"I'm fine," Aelita insisted, rubbing her eyes with the back of her hand. "I've better go deactivate the Tower."

Nodding, Yumi turned to face William while Aelita ran towards the Tower. As William rose to his feet, his body started to shake again, only this time with a very real rage. His trembling became more and more violent until his head snapped up and he thrust his arms out to his sides.

**"DARK FIRE!"**

Pitch-black flames erupted from William's body, incinerating Yumi instantly. Back on earth, her scanner opened to _spit_ her out. William's fire continued to spread, rapidly consuming Aelita's bridge.

-CL:NL-

Mr. Dunbar grunted as he tried to pull Ulrich up, but it was no use. The boy was just too heavy, and Mr. Dunbar wouldn't be surprised if he pulled a muscle when he had grabbed the rain gutter. "I can't pull you up, just hang in there," he said.

"I'm slipping!" Ulrich cried.

"It'll be alright. Someone's bound to have seen us by now and called rescue."

A sound like static on the radio caused Mr. Dunbar to look up. There, standing above him, was William, his form fuzzy like a TV picture with bad reception.

"William…" Mr. Dunbar began, only to be cut off when William stomped hard on his fingers. He groaned in pain as his grip began to loosen.

-CL:NL-

Turning around, Aelita froze momentarily at the sight of William's unnatural fire before using Creativity one last time to destroy the last five feet of her bridge, allowing the burning material to fall harmlessly into the void. Turning back, she ran into the Tower.

-CL:NL-

"Goodbye, father," William sneered.

Mr. Dunbar locked eyes with the clone. For a moment, everything seemed to stand still. Then Mr. Dunbar's eyes narrowed angrily.

"I don't know what the hell is going on," he growled. "But I do know this much-you are _not_ my son!"

-CL:NL-

Username: Aelita

Code:

-CL:NL-

William raised his foot for the final blow.

-CL:NL-

Code: Lyoko

-CL:NL-

Mr. Dunbar started when the creature screamed in anguish while its body began to break down. Within seconds, it disappeared into thin air, as if it had never existed in the first place.

-CL:NL-

"Jeremy, we need a return a return trip to the past right now," Aelita said.

-In a minute, Aelita, there's something we need to do first. Now listen carefully, I need you to override the Tower's circuit-breaker. To do that…-

-CL:NL-

"Hold on, boy!" Mr. Dunbar groaned, tightly gripping Ulrich's fingers.

-CL:NL-

"I'm done, Jeremy. Is there anything else?" Aelita asked.

"That's all I needed. Now for my part," Jeremy said, typing rapidly. On the computer screen, a bar began to fill up.

-CL:NL-

"No!" Mr. Dunbar screamed when Ulrich's hand finally slipped from his grasp.

"Return to the past point eighteen, now!"

-CL:NL-

Ulrich continued to scream even as he was enveloped by the brilliant white light of a return trip to the past.

-CL:NL-

The sun shined brightly in a sky lightly touched with puffy white clouds. The air was a perfect balance between warm and cool that required neither a jacket nor light clothing. All is all, it was a gorgeous day.

To Aelita, it all seemed completely inappropriate.

"Hey, Aelita," a familiar voice said. Looking up, she saw Jeremy and Odd standing before her. Smiling, she scooted over to make room for them on the bench.

"So how's Ulrich?" she asked as the boys sat down.

"He's a little shook up, but he'll be fine," Odd assured her. "By the way, Jeremy figured out how Xana was able to take over the Tower."

"My mistake was that I didn't factor in the presence of William's genetic code," Jeremy admitted. "My security system works by attacking any foreign presence that I haven't pre-registered as 'safe.' However, because I included William's genetic code in the Tower's command, it automatically registered _his_ presence as 'safe.' My theory is that Xana used William as a medium to avoid detection. Now that I reprogrammed the Tower to search for irregularities in William's data, however, I'm sure Xana won't be able to use that trick again."

"So where is 'William' now?" Aelita asked.

"Yumi should be brining him to Kadic any minute now," Jeremy said. "Oh, there they are."

Yumi and 'William' walked through the entrance to run into Jim. "William, there you are. I've been looking for you all day."

William checked his watch. "But it's only two…" He was cut off when Yumi placed her hand over his mouth.

"It's my fault, sir," she said. "William said he wanted to find the, uh, Fruit Cup, so I gave him directions, but I mixed up a few streets, and he ended up getting lost. Fortunately we ran into each other while I was out looking for him and we managed to find our way back."

Jim grinned knowingly as he listed to Yumi story. "Well, I was a teenager myself once, so I guess I can look the other way this time. Just be more conscious of the time while you're making out from now on, OK?"

Yumi made a face, but William just became more confused. "What is out?" he asked. "And how do you make it?"

Chuckling, Jim patted William on the head and walked away, whispering something about "teenage wit" under his breath. Sighing, Yumi grabbed William's hand and led him to the dorms.

"Look like the like situation is under control," Jeremy said.

"At least we won't have to worry about William's parents freaking out again," Odd said. "Great idea boosting the return-trip to take us all the way back to the day we lost William, by the way. I wish I had thought of it."

"I should have thought of it sooner," Jeremy said. "That reminds me, I've better go make sure it's back to its normal setting, or we may end up jumping all the way back to kindergarten." Getting up with a quick "see you later," he ran back to the factory.

Turning to Aelita, Odd saw her face drooping with a sad expression. "Hey, what's the matter?" he asked.

"Oh, it's nothing," Aelita sighed.

Following her line of sight, Odd saw the retreating forms of Yumi and the William clone. Connecting the dots, Odd laid his hand on Aelita's shoulder. "Don't worry about it, we've got Jeremy remember? If there's anyone who can bring William back, it's him."

"I know," Aelita said. "But I can't help but wonder…"

"Wonder what?" Odd asked.

_"Tell my parents that the next time I see them, I will take their heads and present them to Lord Xana as proof of my loyalty."_

"Is there anything left of the old William to bring back?"

End chapter.

1. For anyone who cares, I know Ulrich really has vertigo; a chemical imbalance that causes the inflicted to become disoriented and light headed whenever they look straight up or down, or something like that. However, I intend to make this fanfic more character orientated than the original show, and part of that involves tinkering with their personalities to make them stronger and more colorful. To that end, I felt that Ulrich with a fear of heights would be easier to relate to and have more potential for comedic moments.

2. A brief description of William's powers…

Super Smoke: William transforms himself into a thick cloud of black smoke that can move at speeds rivaling Ulrich's Super Sonic. He is completely intangible in this state; any and all attacks simply pass right through him. The only weakness is that he cannot attack while in this state.

Super Shadow: William generates a sort of "dark matter" that he can emit from any part of his body and use it to grab and move objects or opponents.

Dark Fire: I got the idea for this from some spoiler art for season four that depicted William trailing black flames. William emits pitch-black fire from his body that he can spread by physical contact. Any virtual material Dark Fire comes in contact with is quickly consumed. Only William is immune to the effect. Like Aelita's old version of Creativity, using Dark Fire costs William fifty life points. Additionally, he must be in a state of extreme rage in order to use it.

Highlord Langslock


	5. Hiatus

To anyone still reading this story:

It is my sad duty to inform you that as of today, I have decided to put _Code Lyoko: New Lyoko_ on indefinite hiatus. Although I am ashamed of the time I have spent procrastinating on this fanfic, it has given me the chance to realize that many of the ideas I had for it were not as good as I had originally believed, and now I don't really know what I want to do for the story. I think the best thing to do at this point is to take a step back and rebuild everything from the ground up. Rest assured, I will return to this story one day, although I have no idea when that might be. Until then, please look for my other future fanfics in Fairy Tail, Needless, Monster High, and more! And rest assured, I will be putting much more careful thought into these stories, and be working much, _much_ harder to ensure an acceptable update rate.

See you around, and keep on reading!


End file.
